P.O. Box 9052
Mission Viejo, CA 92690
210-C As Amended August 18, 1994
| Appendix |
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| Toastmasters International P.O. Box 9052 Mission Viejo, CA 92690 210-C As Amended August 18, 1994 |
| Glossary of Governing Documents |
| The following glossary collects definitions found throughout the governing documents (Articles of Incorporation, Bylaws of Toastmasters International, District Administative Bylaws, Toastmasters Club Constitution and Standard Club Bylaws) for convenient reference. However, this glossary does not contain every term used in the governing documents, nor are these summary definitions intended to substitute for the full definitions given in the governing documents themselves. If any question should arise concerning the definition of any term in this glossary, the reader is advised to consult the governing documents. Nothing in this glossary shall be considered in legally or judicially construing the meaning of any term in the governing documents. |
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Annual Business Meeting: The regular yearly meeting of the voting members of
Toastmasters International, held during the International Convention. Areas: Administrative units within each District of Toastmasters International, each of which is under the direction of an Area Governor. The District may organize Areas together into Divisions. Articles of Incorporation: The Amended and Restated Articles of Incorporation of Toastmasters International, as filed with the California Secretary of State. Board or Board of Directors: The Board of Directors of Toastmasters International, a California nonprofit public benefit corporation, consisting of 23 voting Directors, who are the International President, the Senior Vice President, the Second and Third Vice Presidents, the Immediate Past International President, two International Directors from each of eight geographic Regions, and two elected International Directors from outside the United States and Canada. The Executive Director of Toastmasters International is an ex officio member of the Board without voting privileges. Bylaws: Depending on the context, either: (1) the Bylaws of Toastmasters International, a California nonprofit public benefit corporation; or (2) the Standard Club Bylaws for member Clubs. Charter: A document issued by World Headquarters and signed by the International President and the Executive Director that commences membership in Toastmasters International of a member Club. Clubs or Member Clubs: Groups which have subscribed to the purposes and ideals of Toastmasters International and have been granted a Charter and continue to function in compliance with the conditions set forth in the Articles of Incorporation, the Bylaws, the Club Constitution, the policies established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Clubs are unincorporated associations, existing as legal entities separate from, but affiliated with, Toastmasters International. Constitution or Club Constitution: Toastmasters Club Constitution for member Clubs of Toastmasters International, which is standard for all Clubs and must be adopted by a Club in order to become a member Club within Toastmasters International. Corporation, this or the: Toastmasters International, a California nonprofit public benefit corporation. Delegates at Large: The Toastmasters International President, the Vice Presidents, the International Directors, Past International Presidents, Past International Directors, and District Governors, subject to the conditions of membership stated in the Bylaws. Designated representative: The person through whom member Clubs exercise their rights and obligations of membership; generally the President of the member Club. Director: A voting member of the Board of Directors of Toastmasters International. District Administrative Bylaws: The central document governing administration of the Districts of Toastmasters International, issued and modified from time to time by the Board of Directors. Districts: Administrative units of Toastmasters International, organized based on the territory covered by groups of adjacent member Clubs, whose boundaries are established and modified subject to the approval of the Board of Directors. Each District is designated by a number. Each District is divided into Areas, and in some Districts, Areas are organized together into Divisions. Districts are governed by the District Administrative Bylaws. Divisions: Administrative units into which some Districts of Toastmasters International are divided, each under the direction of a Division Governor and consisting of a number of adjacent Areas. Executive Committee: Depending on the context, any of the following: (1) The Executive Committee of the Board of Directors, which exercises the power of the Board in some circumstances, and consists of the International President, the three Vice Presidents, the Immediate Past International President, and the Executive Director as an ex officio member without voting rights; or (2) the Executive Committee of a District of Toastmasters International, consisting of the District Governor, the Lieutenant Governor Education and Training, the Lieutenant Governor Marketing, the Public Relations Officer, the District Secretary, the District Treasurer, the Area Governors, and any Division Governors, together with the Immediate Past District Governor; or (3) the Executive Committee of a member Club,consisting of the Officers of the Club named in the Club's Constitution; i.e., a Club President, a Vice President Education, a Vice President Membership, a Vice President Public Relations, a Club Secretary, a Club Treasurer, (or a Club Secretary/Treasurer) a Sergeant at Arms, and the Immediate Past Club President. Executive Director: The Executive Director of Toastmasters International, who is the managing officer of the corporation under the supervision of the Executive Committee and the Board of Directors and is appointed by the Board of Directors. Good standing of individual members of Clubs: Membership status required in order for individual members of Clubs to vote at the Club level or otherwise participate in Toastmasters International activities open to individual members of Clubs. Good standing is presumed on admission of an individual member into a Club, and thereafter continues so long as the individual remains a member of the Club, the Club is not suspended or terminated, the Club pays when due fees and payments relating to such member, the Club continues to recognize the individual as a member in good standing, and the individual member has not been suspended or removed from good standing with Toastmasters International by action of the Board of Directors. Individual members: Persons who are members of Clubs that are members of Toastmasters International. International President: The President of Toastmasters International, who is the chief executive officer of the corporation and who presides over the Board of Directors and the Annual Business Meeting. Manual of Management Operations: A manual adopted and modified from time to time by the Board of Directors of Toastmasters International, containing policies for the administration of the organization. Officers: Depending on the context, the Officers of: (1) Toastmasters International, who are the International President, the Senior Vice President, the Second and Third Vice Presidents, the Immediate Past International President, the 18 International Directors, the Secretary-Treasurer, the Executive Director, and the District Governor for each District of Toastmasters International; or (2) a District of Toastmasters International, who are the District Officers, consisting of the District Governor, the Lieutenant Governor Education and Training, the Lieutenant Governor Marketing, the Public Relations Officer, the District Secretary, the District Treasurer, Area Governors, and possibly including Division Governors at the discretion of the District Council (each Past District Governor shall be an ex officio Officer of the District); or (3) a member Club of Toastmasters International, who are a Club President, a Vice President Education, a Vice President Membership, a Vice President Public Relations, a Club Secretary, a Club Treasurer (or a Club Secretary/Treasurer), a Sergeant at Arms, and the Immediate Past Club President. Quorum: The minimum number of the voting members required to be present for a meeting to legally transact business. The Bylaws of Toastmasters International contain an Article stating the quorum requirements for the Annual Business Meeting and other member meetings, for the Board of Directors, and for Board Committees. The District Administrative Bylaws and Club Constitution also contain quorum requirements for meetings at the District and Club levels. Regions: Geographic areas representing the territory of groups of member Clubs, the boundaries of which may be modified from time to time by a two-thirds vote of the entire Board. Each Region should have as nearly as possible an equal number of Clubs, and no Region should have more than 15% of the total number of member Clubs in good standing at the end of the fiscal year immediately preceding any modification. Standing Committees: Depending on the context, any of the following: (1) the Executive Committee, the Nominating Committee, the Advisory Committee of Past Presidents, the Marketing and Education Committee, the Governance and Policy Committee, and the District Administration Committee of Toastmasters International, and such other Committees as the Board from time to time may establish (except for the Executive Committee, these Committees are advisory and do not exercise the power of the Board of Directors); or (2) the Executive Committee, Nominating Committee, and Audit Committee of a District of Toastmasters International; or (3) the Executive, Education, Membership, Public Relations, and Social and Reception Committees of a member Club of Toastmasters International. Votecof the Board: A vote in which the required majority or greater percentage necessary for action shall be calculated using the number of Directors present at a duly noticed meeting at which a quorum is present. Votecof the entire Board: A vote in which the required majority or greater percentage necessary for action shall be calculated using the total number of Directors then in office. World Headquarters: The principal place of business of Toastmasters International, in Rancho Santa Margarita, California. |