SFAC Bylaws

BYLAWS OF THE SANTA FE AQUATIC CLUB (As adopted April 1 2019)  

 Download the SFAC By-Laws


ARTICLE I DESCRIPTION AND PURPOSE
 
Section 1. Club Description
 
A. Club Name: The name of this organization is the Santa Fe Aquatic Club, hereinafter referred to as the SFAC, or the Club. B. Club Description: Under the umbrella of the New Mexico Community Foundation, SFAC is a not for-profit organization of members, and is dedicated to the improvement, progress and promotion of amateur swimming. C. Geographic Location: The principal place of business and headquarters of the SFAC shall be Santa Fe, New Mexico.
 
Section 2. Club Purpose
 
The purposes of the Club shall be:  
 
A. To further the interest and education of all interested children, parents, and adults in the sport of swimming.

B. To promote self-discipline and self-confidence, while improving swimming fitness and ability. 

C. To encourage and develop good sportsmanship, individual integrity and a positive team atmosphere for all club members. 

D. To provide our swimming members, including Masters swimmers, the opportunity to compete individually and as a team at the local, state and national levels.

E. To stimulate public interest in, and appreciation of, swimming.

F. To promote competitive swimming on the local, regional and national levels.  
 
The stated Mission of the Club, as adopted 2/21/2019 is:
 
“The mission of the Santa Fe Aquatic Club is to promote a life-long love of swimming in swimmers of all ages and abilities. This will be achieved through a comprehensive training program that addresses the physical, mental, nutritional, and technical dimensions of the sport to support team and individual goals.”
 
And the Clubs long term vision, adopted 2/21/2019 is:  
 
“The Santa Fe Aquatic Club aims to be the top New Mexico Swim Team as measured with respect to success in both the USA Swimming Club Excellence and Club Recognition Programs. We will provide swimmers the support and coaching necessary to achieve their personal swimming goals and to compete successfully at the local, state, regional and national level.”  
 
Each year, the Club shall make progress towards its goals my maintaining its current Club Excellence and Club Recognition Level, and working towards the next level.  
 
Article II MEMBERSHIP
 
Section 1. Club Membership
 
Membership to SFAC will be open to all residents of the community without regard to race, color, religion, sex, sexual orientation, national origin, disability or any other legally protected status. Membership may be granted once a minimum level of swimming ability is confirmed by the coaching staff and the swimmer is accepted on to the team. Membership may be limited based on the number of swimmers that can be safely accommodated in the pool during Club workouts.  
 
SFAC has two types of members: Regular members and swim team members.
 
A.Regular members. A regular member is the parent, guardian or custodian of a swimmer who participates in the approved activities of the Santa Fe Aquatic Club. Members in good standing may hold office on the SFAC Board of Directors and may vote at general meetings. Each family supporting at least one (1) participating swimmer is considered to hold a single membership and shall have one (1) vote.  
 
B.Swim Team Members. A swim team member, referred to as a swimmer, is a child or adult who is accepted as a member by the coaches and pays the appropriate fees. A self-supporting swim team member is also considered a regular member, and thus eligible to hold office and vote at general meetings.  
 
Membership to the SFAC is maintained as long as the swimmer is considered current with their registration, dues and fees (section 2), and the rules of conduct (section 3) are followed by both the participant swimmer and, if not self-supporting, their parent, guardian or custodian who is considered a Regular member of the Club.  
 
Section 2. Registration, Dues and fees
 
To join SFAC ALL swimmers must be registered with SFAC through the TeamUnify website www.sfaclub.com and the club’s annual registration and administrative fees must be paid for each swim team member. During the registration process, the medical release and liability waivers must be signed, and the swimmer’s parent/guardian, or the self-supporting swimmer, must also sign in agreement to abide by the expectations and responsibilities as outlined in the "USA Swimming Parent Handbook" and the “SFAC parent Handbook”.
 
A. Youth Swim Members
 
The Club has two different methods of collecting regular swimming dues from youth swim members, depending on the pool to which the swim member is assigned.  
 
Swimmers at the Genoveva Chavez Community Center (GCCC)
 
1) Monthly dues will be determined by the swim group to which the member is assigned as this determines how many and how long the practices are.  
 
2) Will pay dues monthly to the SFAC on the first of the month. Late fees may be assessed for dues not paid by the 15 th on time. Members can appeal charges to the Board. Fee disputes will be reviewed and a decision made within 30 days, at which time the member will be notified.
 
3) The GCCC pool and coaching costs are prorated over 12 months of the year.  Pool lanes are reserved in advance based on all of our swimmers' schedules. This allows us to keep our monthly fees as low as possible.  
 
4) Our swim year has two seasons, ‘short-course’ and ‘long-course’. This follows the format of the swim meets that are offered at certain times of the year. The Short Course (25 yd) Season runs approximately August through March, and the Long Course (50 m) Season runs April through July. Seasons include summer and/or vacation times and December holidays. There is a one week break in March following the conclusion of the Short Course Season. Generally concurrent with the public school’s Spring Break. Fees during the month of August will be pro-rated for two weeks due to the Club’s annual two week break at that time. All other holiday closures are considered covered by the monthly pro-ration.  
 
5) Members are expected to pay the full amount of their monthly dues each month, regardless of their ability to attend all their scheduled practices. Fractions of a month will not be pro-rated.  
 
6) A swimmer that signs up for a season is expected to pay for each month of the season. Special circumstances may be considered with advance one month notice to the coach. i.e. a planned extended summer absence, or during periods of injury or illness when a Drs. note is provided. Once a member’s account has been placed on suspension no monthly dues will be collected and the member will not be able to swim during this time.  
 
Swimmers at the Santa Fe Community College (SFCC)
 
1) Will register for the Spring, Summer, or Fall Term through the SFCC. The Head SFCC Coach will provide information on the correct course numbers. Each semester, members have the option of registering for the full term or the first or second half of the term.  
 
2) Specific dates of the terms at the SFCC will vary by year, and are set by the community college but are approximated below.  Spring Term:  Usually 2 nd week in Jan to 3 rd week in May (Full Term, approx. 17 weeks) 1 st half term. Usually 2 nd week in Jan to 2 nd week in March (approx. 9 weeks) 2 nd half term  usually 3 rd week in March to 2 nd week in May (approx. 8 weeks)
 Fall term:  Usually 2 nd week in Sept to 3 rd week in Dec (Full Term, approx. 17 weeks) 1 st half term. Usually 2 nd week in Sept to 2 nd week in Nov (approx. 9 weeks) 2 nd half term  usually 3 rd week in Nov to 2 nd week in Dec (approx. 8 weeks)
 3) Will pay dues in the form of semester – or bi-semester tuition directly to the SFCC.  
 
4) Tuition for the semester is required at the time of registration with the College.  
 
B. Masters Swim Members
 
1) All SFACs Masters swimmers will swim at the GCCC pool.  2) Will pay dues monthly to the SFAC on the first of the month. Late fees may be assessed for dues not paid by the 15th on time. Members can appeal charges to the Board. Fee disputes will be reviewed and a decision made within 30 days, at which time the member will be notified. 3) Members are expected to pay the full amount of their monthly dues each month, regardless of their ability to attend all their scheduled practices. Fractions of a month will not be pro-rated.  4) Masters swimmers may request that their account be placed on suspension during times of year when they are not able to swim with the Club. Once a member’s account has been placed on suspension no monthly dues will be collected and the member will not be able to swim with the Club during this time unless a drop in fee is paid.  
 
Section 3. Drop in fees  
 
To provide additional training to more advanced youth swimmers whose practice is based at the SFCC, SFAC members in good standing can add additional practice days at the GCCC for a drop in fee of $10 per practice. Prior coach approval must be obtained and will depend on available space and swim ability.
 
Visiting swimmers that wish to swim with the youth swim team or the Masters swim group can do so for a drop in fee of $15 per practice, provided that space is available and they have current registration with USA-Swimming (USAS) or U.S. Masters Swimming (USMS).  
 
Section 4. USA or USMS Membership Requirements
  USA-Swimming (USAS) and U.S. Masters Swimming (USMS) provide insurance coverage for all individual USA-Swimming/USMS members and liability insurance for the Club. For the Clubs insurance to be in effect, all athletes participating in SFAC practices must be current USAS/USMS athlete members in good standing. As such, in addition to the Clubs annual registration fee , every youth swimmer must also register with USA swimming for the year and every Masters swimmer must be registered with U.S. Masters Swimming.
 
For youth athletes, USA-swimming athlete registration forms and the required annual fee are due to the Club Registrar at the time of joining SFAC. Each year thereafter, all annual fees and completed Athlete Registration Forms are due to the Club Registrar by October 1st. The Club Registrar will submit all USA-Swimming Athlete Registration forms and fees together to USA swimming so that all swim accounts are in good standing prior to the beginning of the year.  Masters swimmers must provide the Club Registrar with evidence of current USMS registration.  
 
SFAC will abide by all USA Swimming rules and regulations during all practices and at any time while representing the SFAC.
 
Section 5. Rules of conduct
 
Santa Fe Aquatic Club takes the emotional and physical safety of its members very seriously.  Our team and individual members (athlete and non-athlete members, coaches, parents, swimmers, officials) are required to follow USA Swimming Rules and Regulations. We support the mission of USA Swimming which is “to encourage participation and the pursuit of excellence in all aspects of swimming.”  We have adopted the Safe Sport policies developed by USA Swimming, and have the following policies in place:
 
● Anti-Bullying

● Travel Policy

● Electronic Communications
 
These policies are posted on our TeamUnify website (sfaclub.com) and are presented and discussed at an all-member meeting semi-annually at the beginning of the short course and long course seasons. See also the related SafeSport codes of conduct Articles 304,305,306, and 307 found in the  2019 USA Swimming Rules and Regulations which apply to our club.
 
As stated in the SafeSport Code: "It is every member’s responsibility to report promptly any incident regarding sexual misconduct by a member as described in the SafeSport Code for the U.S. Olympic and Paralympic Movement to the U.S. Center for SafeSport." We reinforce this individual reporting responsibility to our team members at our SafeSport meetings, on our website, and within our parent handbook.  
 
Member Personal Conduct  
 
The personal conduct of SFAC members, including Board members, impacts how the Club is viewed within the greater Santa Fe area and the broader swimming community. SFAC members are expected to act responsibly and appropriately at all times while representing the Club. Failure to so can be grounds for suspension from the team. SFAC swimmers and their adult guardians are considered to be representing the Club while at our practice locations and at swim meets, any time SFAC apparel is worn, or any time they state, or act in a fashion that suggests, they are representing the Club. Members wishing to represent the Club to the public and private sectors i.e. for the purpose of negotiating sponsorships, fee negotiations etc. need to have prior Board approval.  
 
Coach Personal Conduct  
 
Inappropriate or illegal conduct by any SFAC Coach will be grounds for dismissal following board review.
 
Section 6. Coaches Membership Requirements
  All SFAC coaches and assistant coaches participating in practices or representing the Swim Club at USA swim meets must be current USA non-athlete members in good standing.    All coaches and assistant coaches must provide proof of their successful completion and certification of all USA Swimming coaching requirements. All documentation must be kept on file by the Swim Club Secretary. Failure to maintain the required coaching certifications will be grounds for dismissal following board review.
 
 
Section 7. Suspension or Expulsion
 
A. A swimmer or family may be subject to suspension or expulsion from the Club if, in the opinion of the coaching staff or the Board of Directors, they interfere with the established program, exhibit poor sporting conduct, behave in a manner that is destructive to the Club, or fail to pay assessed dues and fees. B. If suspension or expulsion is recommended, the member shall have the opportunity to appear before the Board of Directors to explain or refute the charge. If a hearing is requested, a majority vote of the Board of Directors is required for the suspension or expulsion to stand.
 
Article III BOARD OF DIRECTORS
 
Section 1. General Powers
 
A. The Board of Directors shall have the general power to manage and control the affairs and property of the Santa Fe Aquatic Club, and shall have full power, by majority vote, to adopt rules and regulations, and policies, and shall establish such committees, as they deem necessary to conduct the activities of the Club and its members. They shall review and approve the books and records of the Club at the end of each fiscal year.  B. The Board of Directors is responsible for hiring and firing all coaches and shall develop procedures to do so. Vacancies in the position of head coach shall be filled by conducting a search to find the best-qualified applicant. A two-thirds vote of the Board of Directors is required to hire or fire coaches.  
 
Section 2. Composition, Election, and Term of Office
 
A. Composition. The Board of Directors shall consist of a minimum of three (3) members and no more than ten (10) members. At a minimum, the Board must comprise a President, Secretary, and Treasurer. Members of the SFAC Board of Directors need not be residents of the State of New Mexico

B. Election to the Board of Directors shall be by majority vote of Regular voting members of the SFAC, which shall occur, except in the case of filling vacancies, at each annual SFAC meeting thereof.  An all-member meeting will be held annually within the Aug 1 st -Sept 30 th time-frame. 

C. Terms of Office. Terms will run from Oct 1-Sept 30 th each year. The President-Elect serves for one year in that position and then one year as President, and then one year as Past President. The offices of Treasurer, Secretary and Registrar shall serve for two years and have alternating elections years, treasurer and registrar to be elected odd years and secretary to be elected even years.  Members-at-large shall hold office for one year.  All board members are eligible for re-election to any position.
 
Section 3. Officers
 
In addition to the elected officer positions of President Elect, Secretary, Treasurer, and Registrar, the organization may also elect up to five (5) additional members-at-large. The Past-President will also serve on the Board as a voting member. The office of the President shall be filled by the previous President-Elect. The Office of the Past President shall be filled by the previous President. The Board of Directors may designate from among its members other officers as it may consider appropriate with such duties as it may prescribe.
 
 Section 4. Nominations and Election
 A. Prior to the Club’s annual meeting, the President shall appoint a nominating committee of at least three members, who may nominate any regular member in good standing.  B. The nominating committee shall prepare a slate of candidates for the offices of President-Elect, Secretary, Treasurer and Registrar as appropriate, and up to four members at large, and, if necessary, President.  C. The slate of candidates shall be submitted in written form to all Regular members with the  notice of the annual meeting at least seven days prior to the meeting.  D. Nominations may also be made from the floor during the annual meeting, providing the consent of the nominee has been obtained in advance.  E. Election of officers and members-at-large shall be finalized at the annual meeting of the Santa Fe Aquatic Club. If election is accomplished electronically, the votes shall be tallied at the annual meeting. Election shall be by a majority of votes.    Section 5.  Duties
 
A. President . The President shall preside at meetings, serve as the chairperson of the Board of Directors, appoint committees and directors, and oversee all club activities. The President shall be the chief executive officer of the Santa Fe Aquatic Club and, in general, shall supervise and control all of the business and affairs of the Santa Fe Aquatic Club.  They may sign, with the Secretary or any other proper Officer of the Santa Fe Aquatic Club authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and they shall perform all such other duties as may be prescribed by the Board of Directors from time to time. B. President-Elect . The President-Elect is also vice-president of the organization. The President-Elect shall preside at meetings in the absence of the President, shall assume the office of the President in the event that office is vacated, and shall perform such other duties as assigned by the Board of Directors. C. Past-President . The Past-President shall serve as the second vice-president of the organization. The Past-President shall preside at meetings in the absence of the President and President-Elect. In the event the office of the President is vacated and the President-Elect is unable to assume the duties of President, the Past-President shall assume the duties of President. The Past-President shall perform other duties as assigned by the Board of Directors. D. Secretary. In addition to performing occasional duties assigned to them by the President or by the Board of Directors, the Secretary shall keep the minutes of the meetings of the Board of Directors; be responsible for all reports, documents, and correspondence; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law. E. Treasurer. In addition to performing occasional duties assigned to them by the President or by the Board of Directors the Treasurer shall collect and disburse all funds of the Club and keep a correct account of all moneys received and paid out as directed by the Board of Directors, and keep receipts thereof.  The Treasurer shall make all financial records available for review by the Board of Directors, or a designated committee. All such monies shall be deposited in the name of the Santa Fe Aquatic Club in a banks, or other depositories as selected in accordance with the provisions of the Bylaws. F. Registrar. In addition to performing occasional duties assigned to them by the President or by the Board of Directors the Registrar shall assist members with the Club registration process through TeamUnify and ensure that members have paid the required annual club fee. Additionally, the Registrar will ensure that all swimmers are current with their USA-Swimming or U.S. Masters Swimming registration and notify the Coach of  non-compliance.  
 
Section 6. Multiple family member restrictions
 
Our swim family is small and we appreciate all the help a family is willing to offer in support of our Club. To ensure that the Board makes just, neutral decisions, and to avoid nepotism or partiality, or the appearance thereof, while multiple members from one family can serve consecutively on the Board, only one member from each swim family may be a voting member at any given time. Similarly, only one member from a family may be a signatory on the Clubs bank account at any one time.  
 
 
Section 7. Compensation  
 
Members of the SFAC Board of Directors shall not receive any stated salaries for their services but, with board approval, may be reimbursed for reasonable expenses. Nothing herein shall be construed to preclude any Director from serving the Santa Fe Aquatic Club in any other capacity and receiving compensation therefor.
 
Section 8. Resignation
 
A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Secretary of the Santa Fe Aquatic Club or by presenting his written resignation at an annual, regular, or special meeting of the Board of Directors.  
 
Section 9. Removal
 
At any meeting of the Board of Directors called expressly for that purpose, any officer of the Board of Directors may be removed upon an affirmative vote of  two-thirds of the entire Board of Directors, whenever in its judgment the best interests of the Santa Fe Aquatic Club would be served thereby.
 
Section 10. Vacancies
 
In the event of a vacancy in an elected position, a person will be appointed by the President, with the approval of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.
 
Article IV MEETINGS
 
Section 1. Types and Frequency
 
A. Board of Directors Meetings. The Board of Directors shall meet monthly during the school year at a time and place to be determined by the President with Board approval.  B. Special Meetings. Special meetings of the Board of Directors may be called by the President or at the request of three Board members as necessary. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place for holding any special meeting of the Board called by them. C. All board meetings are open to Regular team members. Members may request time on the agenda and may participate in discussion, but do not have a vote at Board meetings.  D. Annual meeting. The annual meeting of the Santa Fe Aquatic Club shall be held between August 1 and September 30 of each year at a time and place determined by the Board of Directors. The purpose of the annual meeting shall be to elect officers and members-at-large and conduct such other business as may arise. All team members shall be given written or electronic notice of the annual meeting at least fourteen days in advance.
 
Section 2.  Notice  
 
A. Notice of Regular meetings shall be given to Board members at least five days before the meeting and shall be posted to the SFAC ‘Events’ web page on our TeamUnify website (sfaclub.com).  B. Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by e-mail, text message, or other means of electronic transmission to each Director at his address as shown in the records of the Santa Fe Aquatic Club. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid.  If notice be given electronically, such notice shall be deemed to be delivered when the e-mail/text is ‘sent’ to the address on record.  
 
Section 3. Quorum and Proxies  
 
A. Regular and Special Meetings. A majority of the total number of Directors in office shall constitute a quorum of the Board of Directors for the transaction of business at any meeting of the Board of Directors. A majority vote by those present is required for any action by the Board of Directors. If less than a majority of the Directors are present at a meeting the Directors present should adjourn the meeting.  Proxies votes are not to be permitted. B. Annual Meeting. A quorum for the annual meeting of the Club shall be those members present, or those members that respond electronically. Election of officers and members-at-large and approval of business items shall be by simple majority vote of those present, or by simple majority of electronically cast votes.  
 
Section 4.  Manner of Acting  
 
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. 

 
Section 5.  Informal Action.  
 
Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Directors, or consent provided electronically.
 
ARTICLE V REGULAR COMMITTEES
 
Section 1.  Purposes The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate.
 
Section 2.  Number, Election, and Term of Office
 
The number of members of each regular committee shall be determined by the Board of Directors.  Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
 
Section 3.  Officers   The President may designate from among the members of each regular committee a Chairman and Vice Chairman of such committee, and such other officers as the President may determine. The Chairman, Vice Chairman, and any other officers of each such committee shall have such duties as the President prescribes.
 
Section 4.  Vacancies
 
Vacancies in the membership of any committee shall be filled by the Board of Directors.
 
Section 5.  Quorum
 
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.  
 
Section 6.  Rules
 
Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.  
 
Section 7.  Powers
 
Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

ARTICLE VI ADVISORY COMMITTEES
 
Section 1.  Purpose
 
The Board of Directors may establish any advisory committees as it considers appropriate.  The purpose of all such committees shall be to advise the Board of Directors on such matters relating to the Santa Fe Aquatic Club as the Board of Directors designates, ie as may be necessary for the planning of fundraisers and/or swim meets.  
 
Section 2.  Number, Election, and Term of Office
 
The number of members of each advisory committee shall be as determined by the Board of Directors.  Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
 
Section 3.  Powers
 
Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.
 
 
ARTICLE VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS
 
Section 1.  Contracts.  
 
The Board of Directors may authorize any Officer or Officers, agent or agents of the Santa Fe Aquatic Club, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the Santa Fe Aquatic Club, and such authority may be general or confined to specific instances.
 
Section 2.  Checks, Drafts, and Similar Documents
 
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Santa Fe Aquatic Club, shall be signed by such Officer or Officers and/or agent or agents of Santa Fe Aquatic Club, but not a member of the coaching staff, and in such manner as shall from time to time be determined by resolution of the Board of Directors.  

Section 3.  Deposits
 
All funds of the  Santa Fe Aquatic Club shall be deposited from time to time to the credit of the Santa Fe Aquatic Club in such banks, trust companies or other depositories as the Board of Directors may select.
 
Section 4.  Gifts and Contributions
 
The Board of Directors may accept on behalf of the Santa Fe Aquatic Club any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Santa Fe Aquatic Club.  Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of New Mexico, and any other relevant jurisdiction.
 
ARTICLE VIII BOOKS AND RECORDS
 The  Santa Fe Aquatic Club shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
 
 
ARTICLE IX FISCAL YEAR
 
The fiscal year of the Santa Fe Aquatic Club shall begin January 1 and end on December 31 of each year.  
 
ARTICLE X AMENDMENTS TO BYLAWS
 
The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting. Any Regular member may propose an amendment to these bylaws. A written copy of a proposed amendment with rationale must be given to the President for consideration. Any proposed amendment must be brought before the Board of Directors for discussion and a vote within 30 days of presentation.