Association Bylaws

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BYLAWS of the ARIZONA HOCKEY REFEREES ASSOCIATION (AHRA)

Adopted June 1, 2014

Article 1

PURPOSES

The purpose of the Arizona Hockey Officials Association (“Association”) is organized to associate and organize ice hockey officials registered with USA Hockey, Inc. to facilitate registration, training, and development of those officials for the overall improvement of the quality of amateur ice hockey officiating. The Association shall provide a forum for discussion and a medium for dissemination of information on ice hockey rules and interpretations to insure uniformity of rules interpretation and application; to develop more efficient and effective officials; to maintain the highest standards of officiating; and to create a better understanding between officials, coaches and players.

The Association shall be responsible for facilitating and maintaining all relations between ice hockey officials in the State of Arizona and all amateur ice hockey associations and/or leagues or organizations in the State of Arizona, including but not limited to, assisting officials in the scheduling of their USA Hockey, Inc.-sanctioned ice hockey events and facilitation of payment of game fees from the league or association paying the fees, to the officials assigned to those games, as independent contractors.

The Association shall cooperate with any out-of-area amateur ice hockey association and/or sanctioning body or organization for the purpose of scheduling all ice hockey officials to USA Hockey, Inc.-sanctioned ice hockey events (i.e., house, travel games, tournaments, practices where any official is requested/used/participates, etc.) [hereinafter known as “events”].

The qualifications and credentials of all ice hockey officials working games shall be the responsibility of the Association.

To accomplish these purposes, the Association shall offer regular meetings and sponsorship / coordination of clinics and seminars on ice hockey officiating in conjunction with USA Hockey, Inc. and the USA Hockey, Inc. State Supervisor of Officials.

Article 2

OFFICE AND COPORATE SEAL

Principal Office. The principal office of the Association shall be designated by the Board of Directors.

Other Offices. The Association may also maintain offices at such other place or places, within State of Arizona, as may be designated from time to time by the Board of Directors and the business

of the Association may be transacted at such other offices with the same effect as that conducted at the principal office.

Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the; however, if in any instance a corporate seal be used, the same shall be, at the pleasure of the officer affixing the same, either (1) a circle having on the circumference thereof, “Arizona Hockey Officials Association,” and in the center “INCORPORATED 2013,” or (2) a circle containing the words “CORPORATE SEAL” on the circumference thereof.

Article 3

MEMBERSHIP

Membership Qualifications. Membership is restricted to persons in good standing with the Association. A member in good standing is one who: (1) has paid all fees, dues, and assessments as may be prescribed by the Board of Directors, (2) has met the USA Hockey, Inc. registration requirements and is currently registered as a USA Hockey on-ice official at any level or is an off-ice official registered with USA Hockey as an Affiliated (non-skating) official, (3) does not have their membership currently under suspension, (4) has successfully completed mandatory background screening as prescribed by the affiliate, and (5) has successfully completed SafeSport training as mandated by USA Hockey. Member in the Association shall be renewed each season pursuant to the process approved by the Board of Directors. The membership season shall be September 1 through August 30 of each year.

Honorary Life Membership. Honorary Life Membership may be conferred upon persons who have contributed significantly to the Association. Such persons shall be nominated by the Board of Directors and approved by a majority vote at a general membership meeting of the Association. Honorary Life Members shall have no financial obligation or responsibility to the Association and shall generally be members who are no longer actively officiating amateur ice hockey games and have been recognized for their past contributions to and associations with the game of ice hockey both in and out of the state of Arizona. All Honorary Life Members shall have the same rights and privileges of regular membership except that of holding office or being a member of the Board of Directors.

Membership Voting. Each member, in good standing, of the Association shall have one (1) vote on any issue requiring the consent of the general membership of the association with the exception of the election of officers or the election of Board Members. The President of the Association shall refrain from voting at any general membership meeting, with exception of: (1) where a vote needs to be cast to break a tie, (2) the election of officers, (3) the election of Board Members, or (4) when the issue before the membership involves the repeal, alteration, or amendment of these Bylaws.

Registration Fees and Association Dues. Registration fees or association dues for all classifications of officials shall be an amount deemed necessary by the Board of Directors. Any changes made to the dues structure shall be presented to the Association’s general membership at the next regularly scheduled general membership meeting after the change has been approved. These changes shall not take effect until the next general membership registration period beginning September 1 of each year. Should such approval by the general membership occur after September 1 due to the schedule of the general membership meeting, any approved changes shall be retroactive to September 1 of the year approved. Except that during the first year of establishing the Association the fees and dues shall be effective the date of the general membership meeting during which they were voted.

A system for facilitation of payment of association registration fees and dues by the general membership shall be formulated and administrated by the Secretary and Treasurer under the direction and guidance of the Board of Directors.

Suspension of Membership. The Association shall have the power to suspend any of its members for violating the policies or Bylaws of the Association, or the Arizona Amateur Hockey Association (AAHA) or the policies of USA Hockey, Inc., or any other purpose for which the suspension would be in the best interest of the Association.

Members Officiating Games are Independent Contractors. Members of the Association who are officiating games as scheduled by the designated scheduler, officiate and work each game as an independent contractor and are not considered or classified as an employee of the Association in any way. The schedulers shall be responsible for assisting member officials in the selection of games that the member officials choose to work by making the game schedules available to them as provided to the Association by the leagues. Any and all fees paid to member officials are paid by the league or association who is hosting, coordinating, or sanctioning the game. The only function of the Association relative to payment of member officials for games worked is to facilitate payment from the leagues or associations to the correct member officials who officiate each game. Through a desire to assist the leagues or associations in said payment to Association member officials and a desire to comply with Federal and local tax laws, the Association may issue Internal Revenue Service 1099 Forms or any other similar documentation to member officials reflecting fees paid to member officials.

Financial Obligation Satisfaction: Should any Arizona hockey organization have any outstanding financial obligations to AHOA and/or Arizona hockey officials for a USAH event, AHOA may refer the matter to AAHA for their consideration and possible imposition of a financial suspension to the Arizona hockey organization. AHOA is not and will not act as a collection agency for outstanding financial obligations. Collection of outstanding financial obligations for officials lies with the official. However, AHOA may abide by any AAHA decision and further enforce its By-Laws and may refuse to assign officials consistent with the decisions rendered by AAHA for failure to satisfy any financial obligations.

Article 4

JURISDICTION

The Association with the cooperation of the USA Hockey, Inc. Officiating Program and the Arizona Amateur Hockey Association (hereinafter “AAHA”) shall have final jurisdiction over all members of the Association officiating all USAH amateur events in the state of Arizona.

Article 5

MEETINGS

General Meetings. General membership meetings shall be held at a minimum of once each year in the fall (August-October). General membership meetings shall be for the transaction of any business as deemed appropriate by the Board of Directors and the general membership concerning the Association. The Board of Directors shall be responsible for all general membership meeting agendas. The President will conduct and preside over all general membership meetings.

Special Meetings. Special meetings of the general membership may be called by the President by a majority vote of the Board of Directors or by not less than one-fifth of all members in attendance at a general membership meeting. Special Meetings of the Board of Directors or any Committee provided herein may be held via simultaneous telephonic or electronic means.

Notice of Meetings. Written notice for all general membership meetings shall be given not less than 10 days or more than 30 days prior to the date of the meeting. In the event that a special meeting of the Board of Directors is required, this requirement is amended to read "written, oral or electronic notice" and "not less than 24 hours."

Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any meeting for the purposes of conducting business.

Proxies. Members of the Association or the Board of Directors shall not be represented by proxy at any meeting.

Absentee Voting. Any voting member of the Association may vote in abstention on any item on the agenda before the general membership, provided that a signed absentee ballot is presented to any Board Member prior to the call of the meeting for which the item shall be voted on. The Board of Directors shall issue an approved form which shall be designated as an official absentee ballot.

Article 6

BOARD OF DIRECTORS

Membership. The voting membership of the Board of Directors shall be comprised of the President, Vice President of Operations, Vice President of Administration, Vice President of Scheduling, Secretary, Treasurer, Board Directors at Large (2), an Alternate Member of the Board and the Training Director. The General Counsel shall be a member of the Board but shall act in an advisory capacity only. The immediate past President may serve in an advisory capacity.

Board Directors at Large (2). Two Board Directors at Large shall be elected to the Board of Directors. Such election shall be held contemporaneously with the election of officers with one position expiring on even years and the other on uneven years. The Board Directors at Large shall have all the rights, responsibilities, and duties of any member of the Board of Directors.

Alternate Member of the Board. An Alternate Member of the Board shall be elected each year. Such election shall be held contemporaneously with the election of officers. The Alternate Member of the Board may attend all Board meetings. In the event of an absence of any Board Member, and only in such an event the Alternate Member of the Board shall have one vote on any issue presently before the Board of Directors.

Board Meetings. The Board of Directors shall meet on a monthly basis. The Monthly Board meetings shall be established and published so that the general membership can attend at any meeting and participate as long as the meeting does not go into Executive Session, at which time only the members of the BOD shall be in the meeting.

Eligibility. Requirements for eligibility to serve on the Board of Directors shall be the same as those requirements to be an officer of the Association.

Term. The members of the Board of Directors, with the exception of the Alternate Member, shall hold office for a term of two (2) years following the date of election. The Alternate Member shall serve a one (1) year term. Each Director elected shall hold office until his or her successor is appointed and qualified.

Removal. A Director/Officer may be removed at any time pursuant to the rules regarding removal of officers.

Vacancies. Vacancies on the Board of Directors shall be filled pursuant to the rules regarding filling vacancies of officers.

Powers. The business affairs of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts.

Place of Meeting. The Board of Directors of the Association may hold meetings, both regular and special, within the State of Arizona.

Special Meetings. Special meetings of the Board may be called by the President or the Secretary on one (1) day’s notice to each Director, with said notice being either personally, by mail, by telegram, by facsimile, by e-mail, or by telephone. Special meetings shall also be called by the President or the Secretary in the like manner and on like notice on the written request of not less than two (2) Directors.

Quorum. A majority of the voting membership of the Board of Directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board except as may otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.

Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Waiver of Notice. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any Director may waive notice of annual, regular or special meetings of Directors by executing a written notice of waiver either before or after the time of the meeting.

Article 7

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

General Powers. The Board of Directors shall have the authority to run the business and general affairs of the Association with final approval of the general membership where required by these Bylaws.

Duties. The duties of the Board of Directors shall include but not be limited to the following:

Appoint chairpersons for all committees of the Association, unless otherwise indicated by these Bylaws.
Hear and rule on any matters disputes for which another procedure is not specifically provided for in these Bylaws.
Attend meetings of committees to which each Board member has been assigned.
Set game fees, fines, and membership fee structures.
Nominate all Honorary Life Members.
Make final decisions concerning membership in the Association.
Make final decisions concerning disciplinary actions or sanctions against any member of the Association.
Appoint game schedulers who assist the member officials in the scheduling of USA Hockey, Inc. - sanctioned games or any other games within the authority of the Association.
Communicate and distribute all necessary information to the general membership.
Make an annual review of the books of account.

Appointment of Treasurer. The President with the approval of the Board of Directors shall appoint the Treasurer at the first meeting of the membership season of the newly elected Board of Directors, or at any other time as necessary when the position of Treasurer may become vacant. Upon approval by majority vote of the Board of Directors, the newly appointed Treasurer shall take office immediately.

Appointment of General Counsel. The President with the approval of the Board of Directors shall appoint a General Counsel at the first meeting of the membership season of the newly elected Board of Directors, or at any other time as necessary when the position of General Counsel may become vacant. The General Counsel shall assist and advise on matters deemed appropriate by the Board of Directors. The General Counsel shall not hold any position as an officer, director or alternate director of the Association but may be member.

Appointment of Training Director. The President with the approval of the Board of Directors shall appoint the Training Director after the membership meeting or at any other time as necessary when the position of Training Director may become vacant and after an advertisement to the general membership for interested candidates. The candidate selected will be a person in good standing with the association, committed to the improvement of officiating within the association, an understanding of the Training Program and various functions with the desire to coordinate and recruit the staff needed to promote the program in a positive manner. Upon approval by majority vote of the Board of Directors, the newly appointed Training Director shall take office immediately.

Appointment of Schedulers. Each year the Vice President of Scheduling shall make recommendations to the Board of Directors regarding the appointment of schedulers. The Board of Directors, through majority vote, shall approve or deny the recommendations from the Vice President of Scheduling. The Board of Directors approved scheduling recommendations will then be presented to the general membership at the general membership meeting. The general membership, through majority vote, shall approve each recommended scheduler. Should the general membership deny any recommended scheduler, the Vice President of Scheduling shall make a new recommendation to the Board of Directors at the next scheduled board meeting. The board shall then approve the recommendation through majority vote and set a date and time for a special general membership meeting to ratify the selection. This process shall repeat until the general membership approves the recommended scheduler.

Only members in good standing with the association may be recommended by the Vice President of Scheduling as potential schedulers for the association.

Article 8

OFFICERS

Election Cycles. The offices of the President, Vice President of Scheduling, and Board Director at Large (1) shall be elected at the beginning of the membership season in even years. The offices of the Vice President of Operations, Vice President of Administration, Secretary, and Board Director at Large (2) shall be elected at the beginning of the membership season in odd years. The office of Alternate Member of the Board shall be elected at the beginning of every membership season. Members of the Board of Directors whose offices are not currently up for election shall serve as the Elections Committee and shall have the duty to administer the election.

Nominations. Nominations for elected offices shall be taken beginning July 15th, in the year of the election. Nominations shall be confirmed with the nominee’s willingness to run for such office. Fourteen (14) days prior to the election, ballots shall be printed with all such candidates who were nominated and are eligible to run and space shall be provided for write-in candidates. Nominations may also be taken up to the time of election noted in Section 8.3, below.

Election Procedure. Elections shall occur at the annual general membership meeting. Each nominated candidate shall have the opportunity to speak for two minutes at the general membership meeting prior to the election. Elected positions of the Association shall be chosen by a majority vote by secret ballot of those in attendance at the legally convened general membership meeting.

Term. Election results shall be tallied and verified by the Elections Committee. The Elections Committee shall report the results of each election after the results have been verified. Having been duly elected, such officers shall take office immediately. The officers of the Association shall hold office for a term of two (2) years following the date of election, or as otherwise provided in these By- Laws. Each Officer elected shall hold office until his or her successor is appointed and qualified. All officers, elected or appointed, shall turn over all records and materials of their office upon leaving such office. All records shall be in an up to date condition.

Removal. Any officer may be removed from office for egregiously violating the policies or Bylaws of the Association, the policies of USA Hockey, Inc., or any other purpose for which the removal would be in the best interest of the Association. Upon the majority vote of the Board of Directors, the proposed removal of such officer shall be added to the agenda of the next membership meeting of the Association within notice requirements, or if necessary, order a special meeting to be held. The notice of the meeting shall inform members of the proposed removal. At the meeting, no second is required to take the proposal from the table and open it for discussion. If the proposal receives a majority favorable vote, it shall be passed, and the officer shall be immediately removed from office.

Vacancies. Except in the case of the President, a vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors at any time. In the event of a vacancy in the office of the President, the Board of Directors shall hold a vote within 30 days for the purpose of electing an Interim-President amongst the current Board Members to fill the vacancy for the remainder of the term.

Qualifications of Officers. Any member, having met the Membership Qualifications as identified in

3.01 and the Qualifications of Electorate as noted in section 8.08, is18 years of age or older, shall be eligible to hold any office. The USA Hockey, Inc. State Local Supervisor of Officials shall not be eligible to hold any office.

Qualifications of Electorate. Only members of the Association in good standing who have been members for six (6) months plus one (1) day shall be eligible to vote in any election.

Article 9

OFFICERS’ DUTIES

President. The President shall be the chief executive officer of the association and shall, in general, supervise and control all of the business and affairs of the association. The President shall preside at all meetings, serve as an ex-officio member on all committees, call special meetings of the association or Board of Directors that are considered necessary and appoint committees and its members as required by these By-Laws or as deemed necessary, shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the Association, and shall act as operating and directing head of the Association, subject to the policies established by the Board of Directors.

Vice President of Administration. The Vice President of Administration will be responsible for all matters related to financial transactions, appeals and discipline of the Association membership with respect to association rules, procedures and conduct of officials. The Vice President of Administration shall work closely with and act as a liaison between the Board of Directors and the USA Hockey, Inc. State Local Supervisor of Officials. Other duties will include those deemed appropriate by the Board of Directors.

Vice President of Operations. The Vice President of Operations will be responsible meeting with and coordinating with the USAH Local Supervisor of Officials for all rule interpretations and to consider and introduce proposed changes or amendments to the By-Laws of AHOA at the annual meeting or at any special meeting. The Vice President of Operations, through consultation with the USAH State Supervisor of Officials, shall ensure the information presented by USAH is appropriately disseminated to the members in a timely manner.

Vice President of Scheduling: The Vice President of Scheduling shall be responsible for the over- sight of the association schedulers, ensuring the policies, directions and over-all effectiveness of the scheduling systems and processes so that they are providing the members with the best available options in conjunction with their individual abilities and with the goal of promoting the members in an environment that will best advance the highest quality of officiating and is in the best interest of the association. The Vice President of Scheduling shall provide an annual report to the general membership at the annual general membership meeting. This report shall summarize the association’s scheduling activity for the prior year and include an evaluation of the association’s schedulers.

Secretary. The Secretary shall keep all minutes of all meetings of the Board of Directors and those of any standing committees. The Secretary shall be the custodian of the corporate seal and shall affix it to all proper instruments when deemed advisable by him or her. The Secretary shall give or cause to be given required notice of all meetings. The Secretary shall have charge of all the books and records of the Association except the books of account and in general shall perform all the duties incident to the office of the Secretary of an Association and such other duties as may be assigned by the Board of Directors.

Treasurer. The Treasurer shall have general custody of all funds and securities of the Association except such as may be required by law to be deposited with any state official. The Treasurer shall see to the deposit of the funds of the Association in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his or her direction and supervision, and he or she shall render financial statements to the Vice President of Administration and Directors at proper times. The Treasurer shall also render a financial statement to the general membership no less than annually. The Treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required by law. The Treasurer shall give to the Association such fidelity bonds as may be required and the premium therefor shall be paid by the Association as an operating expense.

Ex-Officio Members: The USA Hockey District Referee-in-Chief and the USAH State Supervisor of Officials shall be ex-officio members of the Board of Directors, without voting rights.

Registrar: The Registrar shall: (a) be responsible for the registration of members; (b) keep records of all registrations and memberships; (c) "certify" eligible voting members; and (d) implement procedures to coordinate registration activities with USA Hockey through the USAH State Supervisor of Officials.

Article 10

PARLIAMENTARIAN

The Secretary shall act as Parliamentarian at all meetings. Robert’s Rules of Order, Newly Revised, shall be the governing authority of all meetings of the general membership and Board of Directors except where otherwise provided for in these Bylaws or in the Articles of Incorporation.

Article 11

COMMITTEES

Ethics and Conduct Committee. The Ethics and Conduct Committee shall be chaired by the Vice President of Administration. At the beginning of the membership season the Vice President shall appoint two members, in good standing, from the general membership to serve on the committee. The committee shall be responsible for enforcing the Bylaws and policies of the Association and the discipline of all members of the Association. The committee shall determine the appropriate sanction for a violation of the policies of the Association as established by the Board of Directors, in compliance with the Bylaws and USA Hockey, Inc. The committee may call a hearing in order to hear the facts of a situation in question and a majority vote of the committee is necessary in order to pass judgment. The decision of the Ethics and Conduct Committee may be appealed to the Board of Directors, provided such an appeal request is filed in writing with the Secretary within FIFTEEN DAYS (15) days from the date of the notice of the decision by the Ethics and Conduct committee. Said written appeal must specify what portion of the committee’s decision is being appealed and the reasons as to why an appeal is warranted. The decision of the Board of Directors on the appeal shall be final. The decision of the Ethics and Conduct Committee and the Board of Directors shall be rendered in writing. The Board of Directors shall exclude the Vice President of Administration during the appeals process. The Board of Directors may establish formal policies in order to further the purpose of the committee. The decisions of the Ethics and Conduct Committee and the Board of Directors under this section shall not be a basis for a complaint before the Grievance Committee.

Grievance Committee. The Grievance Committee shall be chaired by the Vice President of Administration. At the beginning of the membership season the Vice President of Administration shall appoint two members, in good standing, from the general membership to serve on the committee. The committee shall be responsible for enforcing the Bylaws and policies of the Association and hearing any grievance of any member of the Association who feels they are not being treated in compliance with such Bylaws or policies. Any request for a hearing must be submitted in writing with specific instances of biased treatment and must be filed within forty-five (45) days of the referenced request. The committee shall determine the validity of such complaint and may call a hearing in order to hear the facts of a situation in question. In the event that a majority vote of the committee agrees that the member is not being treated in compliance with policies of the Association, the Bylaws, or USA Hockey, Inc., they committee shall forward their decision to the Board of Directors for immediate corrective action. The decision of the Grievance Committee may be appealed in writing with specific portions of the Grievance Committee decision to be reviewed within fifteen days (15) to the Board of Directors, whose decision shall be final. The decision of the Grievance Committee and the Board of Directors shall be rendered in writing. The Board of Directors shall exclude the Vice President of Administration during the appeals process. The Board of Directors may establish formal policies in order to further the purpose of the committee.

Elections Committee. Members of the Board of Directors whose offices are not currently up for election shall serve as the Elections Committee and shall have the duty to administer the election. The Elections Committee shall be chaired by either the President or the Secretary. The Elections Committee will be responsible for presenting a Slate of Candidates for the Board of Directors. The nominations must be published at least ten days prior to the annual meeting. If any member wishes to submit a candidate or candidates in addition to those published by the Nominating Committee, it must be done in writing to the President prior to the annual meeting. No nominations shall be accepted from the floor during the meeting. The Chairperson of this Committee shall not be a current Board of Director whose position is up for election by the membership

Scheduling Committee. The Scheduling Committee shall be chaired by the Vice President of Scheduling. The committee shall be comprised of all schedulers for the Association. The committee shall be responsible for coordinating all schedules of the association. The schedulers shall be responsible for assisting member officials in the selection of games that the member officials choose to work by making the game schedules available to them as provided to the Association by the various leagues. The Committee shall establish its written rules and procedures regarding requests received from the hockey community regarding officials’ performance, including, but not limited to, receipt of reports, investigation of reports, and hearings before the Committee. Each member of the scheduling committee shall provide a monthly report to the Vice President of Scheduling detailing their scheduling activity for the previous month.

Training, Education and Development Committee. The Training, Education and Development Committee shall be co-chaired by the Vice President of Operations and the Training Director. The committee shall be responsible for the education and development of all members of the Association with an emphasis on recruiting and developing newer members. The committee shall recommend policy as established by the Board of Directors regarding the education and development of all members. The Training, Education and Development Committee will work in association with the USAH State Supervisor of Officials.

Rules Committee: The Rules Committee will consist of three members of AHOA appointed annually by the VP of Operations. It shall be responsible for all rule interpretations and to consider and introduce proposed changes or amendments related to the USAH Playing Rules at the annual meeting or at any special meeting. The Rules Committee will work in association with the USAH State Supervisor of Officials.

Special Committees. The President and the Board of Directors shall appoint and direct special committees composed of members in good standing of the Association as deemed appropriate by special circumstances.

Article 12

AMENDMENTS

Proposals. The Bylaws of the Association may be repealed, altered or amended at any meeting of the general membership. Each proposal must be submitted in writing to any Board Member who shall then present it to the Board of Directors. The Board of Directors shall add the proposal to the agenda of the next regular meeting for which the proposal can be heard within the notice requirements, or if necessary, order a special meeting be held. The notice of the meeting shall inform members of the proposal. The Secretary shall see that a copy of the proposed amendment be available to the members at the meeting. No amendment shall be eligible for presentation at a meeting unless it shall have been published at least ten days prior to said meeting. At the meeting, after being duly seconded, the proposed amendment shall be taken from the table and be open for discussion.

Voting. If the proposed amendment receives two-thirds favorable vote of those in attendance, it shall be adopted.

Adoption. It shall be the duty of the Secretary to immediately enter all amendments into the Bylaws.