Proposed Restated Bylaws

The Optimist International Bylaws provide the terms for regulating and managing the affairs of Optimist International, primarily stating who are members, how we elect Officers and Directors at Large and how often a convention is held. With the adoption of new Bylaw provisions over the past several years, additional language has been added and sections inserted interrupting the flow of the Articles.

The Governance Committee, under the direction of the Board of Directors, was asked to perform a comprehensive review of the Optimist International Bylaws for the purpose of identifying confusing or redundant language, looking at the organization of the Articles and separate Sections, and clarifying verbiage.

Several changes have been proposed. The changes do not include any substantive changes to the Bylaws or the way we do business. The changes include removal of redundant, superfluous language, moving provisions to different Articles or Sections for better organization, improving clarity and updating the overall language of the Bylaws. These changes are being presented to the Clubs as a comprehensive Bylaw amendment called a “Restatement” as set forth in this document.

Adoption of these restated bylaws will be presented at the 2024 Optimist International Convention.

Attached please find the proposed restatement of the OI Bylaws for your review and comment. The restated Bylaws include a comment area in the right margin which will direct you to the portion of the original Bylaws which have been restated and why they have been restated or moved to a different Article or Section. No provisions of the Bylaws have been changed except Article III Section 1(A)(d) and Article IX Section 2(B)(5). Also, you will notice that Article IV, International Conventions and Elections have been divided into separate Articles: Article V deals only with Elections and Article IV only deals with Conventions.

Special Rules:

For a revision of this scale, special rules are necessary to avoid significant confusion and time overruns:

  1. The proposed Restated Bylaws have added an additional Article, have reorganized sections within each Article and have moved some section from one Article to another. As a result of these changes, it will be difficult to consider other bylaw amendments due to the overall organizational change of the document and because any bylaw amendment must state the original bylaw with strikeouts and new language along with a clean version of the proposed bylaw change. Therefore, no other Bylaw amendments will be presented for consideration at the 2024 Optimist International Convention. Optimist Clubs may submit any Bylaw amendment for consideration at the 2025 convention pursuant to OI Bylaws and Board Policies.
  2. Any revision(s) received by the second deadline of February 16, 2024 will be reviewed by the Governance Committee and presented to the Board of Directors for approval at the March 2, 2024 Board of Directors meeting.
  3. The Restated Bylaws Proposal which has been approved by the Board of Directors will be distributed to all Clubs by March 24, 2024 as provided for in current Bylaws Article IX, Section 2.
  4. Amendments to the Restated Bylaws may not be submitted on the floor of the convention. Debate will be limited to discussing the adoption of the Restated Bylaws Proposal in its entirety. Please note: Your Club is encouraged to suggest any revisions to the International Bylaws at next year’s convention in 2025.
  5. Since Articles I and II of the current and Restated Bylaws require a 2/3 majority to pass, the entire Restated Bylaws are being proposed as needing the 2/3 majority to be adopted.

If your club has questions, comments or a proposed amendment to the proposal, please contact Optimist International at: no later than February 16, 2024.

Submitted by the Optimist International Board of Directors