District Structure and Governance Policy
It is the responsibility of the OI Board, as granted by the Bylaws, to create or change Districts and their boundaries
when it determines that redistricting would result in more efficient administration and growth.
Optimist International
(OI)
staff will perform an annual
assessment
of each
D
istrict and communicate the results to
the OI Board for their review and action.
Definitions
•
Merger: Two or more existing geographically contiguous
D
istricts (as determined by the
OI
Board) are
combined to form a single District.
•
Annexation: A portion of one District is added to another District.
•
Splitting: Splitting an existing District into two or more Districts.
•
Conservator: OI appointed individual to assume responsibilities of the Governor and work with the
District Board.
Merger, Annexation or Splitting may be initiated by either:
•
Written petition of a District or Districts’ Board, upon a majority vote, conveyed to the OI Board or
the
OI President
, or
•
Action of the OI Board.
Effective Date
The effective date for any
merger, annexation, splitting or conservatorship
will be October 1 immediately
following the approval by the
OI
Board.
Districts
W
ithout a Governor
-
Elect
When a
D
istrict fails to elect a Governor
-
Elect at its annual convention (or by special convention no later than
January 15th of the year they are to take office), the OI Board may declare the District office vacant and take the
following action.
The
OI
Board will direct
the Executive Director to send
a letter to the District Governor and Secretary
and/or
Treasurer, informing them
that
a Conservator may be appointed by the
OI
Board with the following
responsibilities:
•
Work with the current Governor to ensure that District Officers and Committee Chairs are
elected/appointed for the following year.
•
Work with the District Officers and Finance Committee to
e
nsure the District Dues are properly budgeted
and allocated.
•
Support the District Officers and Committee Chairs in their roles, including the support and planning of a
District Convention and the search for potential candidates for the role of Governor
-
Elect.
•
Support the District Officers and Committee Chairs in the training, leadership development and growth
efforts for the
C
lubs in the District.
Exhibit A Policy ID-7 .pdf
2
During the
period
the Conservator is supporting the District, the OI Board will
determine
the success of the
Conservator
ship
and if the
D
istrict is an At
-
Risk District and needs to be considered for merger.
At
-
Risk Signals
No one signal alone means a District is at
-
risk. These signals are generally evident over a multiple year time frame.
•
Multiple years without a Governor
-
Elect
.
•
Lack of communication/response from District to OI
.
•
Increase in number of Clubs deficient in dues
.
•
Continual
d
ecrease in District membership
.
An
At
-
Risk District may be subject to immediate merger when:
•
T
he At
-
Risk District fails to respond to the written offer of assistance from the OI Board, or
•
T
he At
-
Risk District’s written response plan of action fails to achieve its goals within the established time.
If the OI
Board determines that a District exhibits an unacceptable number of At
-
Risk signals, the
OI
Board will
direct
the Executive Director to send
a letter to the District Governor, Governor
-
Elect and Secretary
and/or
Treasurer, stating the following:
•
The District has been determined to be an At
-
Risk
District
and is being considered for
m
erger
.
•
The reasons they have been assessed as an At
-
Risk Distr
ict
.
•
An offer of assistance as determined by the OI Board and OI Staff
.
•
The District has one (1) year to work with OI to mitigate or eliminate the adverse situation.
When an At
-
Risk District is being considered for merger by the OI Board, the OI Board will appoint
a
liaison
to
work with the District to address the reasons for the At
-
Risk assessment and what needs to be done to mitigate the
situation.
The liaison
shall
:
•
Meet with
the District Leaders to offer assistance as determ
ined by the OI Board and staff
.
•
A
dvise
the
D
istrict of the specifics that support a potential merger and that
the District has one (1) year to
mitigate or eliminate the adverse situation
.
•
Assist and support the District
Leaders
in developing plans and strategies to address the situations
identified as putting the District At
-
Risk.
The District shall:
•
F
orm
a survival task force to develop and implement an immediate action plan to mitigate or eliminate the
specific adverse situations that support a potential merger and provide a
short
-
term
plan
to increase
membership and develop future District
l
eaders.
•
S
ubmit
m
onthly progress reports to the International office with copies going to the assigned
liaison
,
the OI
Board and
the
Regional
Vice President
.
•
If a District responds to the written offer of assistance and cooperates with the
liaison
but fails to mitigate
the adverse situations as outlined by the OI Board, the OI Board will initiate a merger or annexation.
Exhibit A Policy ID-7 .pdf
3
Merging Districts
I
dentification of Merging Districts
•
Upon the final decision of the OI Board to effect a merger of the
At
-
Risk
District with another District, the
At
-
Risk
District
may
form a task forc
e
to seek and identify a potential merger partner and make its
recommendation to the
OI
Board within thirty days of notice
.
•
Immediately after
OI
Board approval, the Governors of the merging Districts shall be given written
notification of the approval of the
merger,
and the following steps must be taken during the current
administrative year
.
Merger Team
Governor
s of the
merging
Districts
shall appoint a joint committee (not themselves) as the merger team. The team
will be an even number of not more than eight members
,
evenly representing each District (e.g.
,
four from each
District if there is an eight
-
member team) to oversee the general business of
the
merger.
Suggested
committee
members
:
•
Past Governors
•
Finance Chairs
•
Policy Chairs
•
Governor
-
Elect
•
Secretary
and/or
Treasurer
-
Designate
T
he Governor
-
Elect of the District with which the At
-
Risk District is being merged will chair the committee and
be the Governor of the newly
merged
D
istrict
.
The
merger team
shall
have an open mind toward the merger and be objectively focused on getting the merger job
done. The
merger team
shall schedule and plan the special joint Convention and
shall
prepare a draft budget
,
proposed strategic plan and new District Policies for the
merged
District to be adopted at the special joint District
Convention for the newly merged District.
Establish District governance and plan for management of
merged
District Optimist youth and community programs unique to each District
,
keeping in mind the history and heritage
of each District.
Current Governors should invite
the merger team
to attend both District’s Quarterly Meetings to facilitate merger
discussion
and possibly to conduct training.
Special joint convention delegates shall approve a budget, strategic plan and District Policies to take effect on
October 1, the effective date of the merger and elect a Governor
-
Elect for the new District for the following year.
Final business of merging
Districts is conducted in a joint session. Business pertaining to the conclusion of the
administration of each District shall be conducted in separate sessions.
District funds will be merge
d
after payment of all debts and
reviews
of financial records for each
D
istrict
are
complete.
The Immediate Past Governors of each of the merging Districts shall serve as members of the
B
oard of
D
irectors
of the new District. The individual who served as Governor of the District having the greatest number of members
as of July 31 shall serv
e in
said capacity for two years
depending on District policy.
Exhibit A Policy ID-7 .pdf
4
Incentives for Merging Districts:
Mandated Merger
As an incentive to help the new District financially, the new District shall receive
d
ouble the
OI
Allotment for the
first three years of the new District
,
a
nd they will receive
one half
of the charter fee for all new Clubs built over the
average of new Clubs from the past three years of both former Districts.
Special awards consideration may be given
to
the new District in the way of adjustments made for membership
losses from the At
-
Risk District Clubs.
Voluntary Merger
As an option, two Districts may voluntarily unite together. The following incentives
may be requested
for
voluntary unification:
•
For the first three years after the unification, the “new” District would receive 1.5 times what would be
their normal allotment. It is strongly recommended that these additional funds be used for Leadership
Development and Growth programs within the Distr
ict.
•
In a
ny year within the first three years after the unification that the District is a Distinguished District, the
District will receive two times what would be its normal allotment.
•
In any year of the first three years that the unified District builds more new Clubs than the average that the
two separate Districts had built combined in the three years before the unification, the District will receive
the Charter fee and 50% of the due
s collected for one and a half years for Clubs built in excess of the
average. For example, if District A had averaged two new Clubs built per year and District B had averaged
three
C
lubs built per year, the combined average would be
five
new Clubs. If a sixth Club is built, the
District would then receive the Charter fee and 50% of the dues for that Club collected over the next
eighteen months.
Annexation
of
Clubs by
a District
Immediately after approval
of annexation
by the OI Board,
the following steps must be taken:
Governor of annexing District
(District receiving the new
C
lubs)
issues
a
letter to presidents of Clubs being
annexed regarding the upcoming annexation and invites them to the upcoming District meetings.
At the close of the administrative year, the
District
from which Clubs are annexed shall determine
its
net worth as
of September 30 and shall provide the annexing District:
•
A
proportionate share of the District
’s
net worth.
•
Receivables due the District from which the Clubs are being annexed shall be included in the recipient
District’s share of the proportional distribution of funds.
•
The
amount of the annexing District’s
allotment from OI will be increased by the
number of members of
the annexed Clubs in
g
ood
s
tanding
Exhibit A Policy ID-7 .pdf
5
Splitting Districts
Splitting may be considered when a District exceeds 125 Clubs and 5,000 members.
Immediately after
OI
Board approval the following steps must be taken during the current administrative year:
•
The Governor of the District being divided shall create such committees as may be necessary, including
committees on rezoning, candidate qualifications and convention sites to expedite the business of the
division within the dates specified by
the
OI
Board
.
•
At the District Convention immediately prior to the effective date of the split, separate sessions should be
held for the Clubs in each of the new Districts to conduct business necessary for the next administrative
year, including District Governance for e
ach District, the nomination and election of Governors
-
Elect and
the selection of future convention site(s).
•
The
OI Board
shall establish the amount of dues for each new District. Permission shall be granted by the
OI Board
for the new Districts to hold a special convention prior to the effective date of the split for the
purpose of approving the amount of dues or petitioning the
OI
Board for a different amount.
•
At the close of the final administrative year of the District being split, distribution of funds and assets to the
new District(s) shall be made on a pro rata basis using the September 30 membership of the District being
split. Such distribution is to be m
ade only after the payment of all debts and the
review
of financial records
of the District being split. Copies of the final
review
are to be provided to
OI
and each new District.
The
OI Board
may authorize reimbursement of travel expenses (in accordance with Policy I
-
1
8
) to the
International Convention for the additional Governors
-
Elect and District Secretary
and/or
Treasurers
-
Designate of
the new District(s) as it deems reasonable and proper, taking into consideration the financial condition of the
Districts.
Boar
d Approved:
( Mar 1982, Jun 1985, Mar 1986, Jun 1988, Dec 1991, Mar 1994, Mar 2003, Dec
2005, Dec 2006, Mar 2007, Sep 2008, Feb 2013
, Oct 2014, Se
pt
2025
)
Governance Reviewed: (
Sept 2025
(
Mar 1982, Jun 1985, Mar 1986, Jun 1988, Dec 1991, Mar 1994, Mar 2003, Dec 2005, Dec 2006, Mar 2007, Sep 2008, Feb 2013,
Oct 2014
)
