ATTACHMENT 2

 

Club Wolverine Swimming, Inc. Annual Meeting

May 2, 2008

Proposed Amendments to the Bylaws

 

 

The following four amendments will be proposed by the Club Wolverine Board of Directors for a vote of the membership at the 2008 Annual Meeting. In accordance with the Club's Bylaws, the right to vote for any member under 18 years of age will be held by the member's parent or legal guardian, and no household shall have more than one vote for all members under 18 years of age. You can find a complete set of the Club's Bylaws on its web site at www.clubwolverine.org/documents/Bylaws_Club_Wolverine_Swimming_06302006.pdf .

 

Please Note: Existing bylaw text to be stricken is visible in red; amended text is underscored and visible in green.

 

Proposed Amendment 1:

 

Throughout all Articles of the Bylaws, any reference to “Head Coach” shall be restated to “Executive Head Coach”.

 

Rationale:

 

  • To more accurately describe the executive leadership expectations for this role in the Club.

 

 

Proposed Amendment 2:

 

As indicated below.

 

Article V

Board of Directors

 

Section 1.    Composition . The Board of Directors of CW shall consist of the Executive Head Coach, the High Performance Coach, the President, the Vice-President, the Secretary, the Treasurer, and six Members-at-large, and may, at the discretion of the Board, include one additional outside Director who shall not be a M ember, for a maximum of twelve ( 12 13 ) voting Board Members. The Officers of the Board are the President, the Vice-President, the Secretary and the Treasurer. Terms of the Directors may be renewed. No Director shall hold more than one office concurrently. Members who seek election to the Board shall run individually for a specific Board position. In order to further the interests of the Club, the Board may, in its sole discretion, appoint through a majority vote one additional outside Director to serve as a voting member of the Board for a term not to exceed two years from the effective date of appointment , and may, through a majority vote, terminate an outside Director 's participation as a member of the Board at any time (an outside Director shall be precluded from participating in such a vote) . The Executive Head Coach and the High Performance Coach will serve on the Board of Directors through their tenure in those positions. The Executive Head Coach and the High Performance Coach will have no vote on any matter dealing with the Executive Head Coach's employment, benefits, performance or compensation.

Rationale:

 

  • To provide the Board and the membership with the opportunity to capitalize on experience and expertise that may not exist within the membership base.
  • To allow the board to enhance its independent oversight.
  • To provide the Club with the opportunity to increase its visibility among and interaction with the greater Ann Arbor community.
  • To allow the Club to more closely align its governance policies with those advocated by USA Swimming, Inc., which, among other things, is taken into consideration when evaluating the strength of our program.

 

 

Proposed Amendment 3:

 

As indicated below.

 

Article V

Board of Directors

 

Section 4.   Manner of Election. The Board of Directors shall appoint a member in good standing to be Chairman of the Nominating Committee at the February January Board Meeting. The Chairman will then form a Nominating Committee consisting of the Chairman and four members representing a cross section of the swimming groups. No member of the Nominating Committee shall be a candidate for a position on the Board of Directors. No more than one Director can serve on the committee. The ex-officio Executive Head Coach may serve as one of the four members (but not as the Chairman) on the Nominating Committee if he or she wishes to do so.

 

It shall be the task of the Nominating Committee to solicit candidates from membership to fill upcoming vacancies on the Board of Directors. This solicitation for candidates to fill open Board positions must be made in a manner designed to reach all the members and occur at least 28 45 days prior to the Annual Meeting.

 

Any Member may nominate themselves or any other Member (with nominee's consent) for any upcoming vacancies on the Board of Directors for which he/she is eligible. They may do so by notifying, in writing, the President or any member of the Nominating Committee no later than 21 35 days prior to the Annual Meeting. The Nominating Committee may also solicit, on an individual basis, candidates to fill any Board position. Any Member has the right to run for any Board position for which he or she is eligible. The Nominating Committee shall select its list of candidates and present it to the general membership at least fifteen (15) days prior to the Annual Meeting. Its list will include a minimum of one (1) and no more than three (3) candidates for each open Director seat.

 

Candidates for President or Treasurer must have at least one year of prior Board experience. This requirement shall be satisfied by prior Board of Director experience with CW or Ann Arbor Swim Club.

 

Those candidates who receive the most votes from among the members in attendance at the Annual Meeting shall be elected to the Board.

Rationale:

 

  • To provide the Chairman of the Nominating Committee with additional time to form a Nominating Committee prior to commencement of the solicitation of the membership for nominations to fill open Board seats.
  • To allow the Nominating Committee additional lead-time before the Annual Meeting to conduct a membership solicitation and evaluation process in connection with formally nominating candidates to fill open Board seats.
  • To clarify that as an ex-officio Director of the Board, the Executive Head Coach shall be permitted to participate as a member of the Nominating Committee despite his or her continuing role as a Director of the Board.

 

 

Proposed Amendment 4:

 

As indicated below.

 

Article VI

Officers

 

Section 6.   Committees. The Board of Directors shall also have the authority to establish committees as may be necessary to further and promote the interests and activities of CW. Such committees may be comprised of Directors, members, or other persons designated by the Board. Each committee will be under general supervision of a Board member a Committee Chairperson , designated by the Board, whose duty it is to ensure the committee is functioning properly under the direction of the Board, and to report committee activities and findings recommendations to the entire board Board. The Board shall always retain final decision-making authority . The Committee Chairperson for the Finance Committee must be a Director. , which shall make the final decision.

 

Section 7.   Manner of Conducting Meetings of the Board of Directors. The presence of at least six (6) voting members ( exclusive of an outside Director in the event that and outside Director is a member of the Board) of the Board of Directors shall be necessary in order to constitute a quorum for the purpose of conducting business at any meeting of the Board of Directors. Robert's Rules of Order, in its latest edition, shall be recognized as the authority governing the meetings of the Board of Directors. Except as may otherwise be provided in the Articles of Incorporation or these Bylaws, the decision of a majority of the Directors physically present at any meeting shall be the decision of CW; in the event of a tie vote, the vote of the President shall be the deciding vote, or in his or her absence the vote of the Vice-President shall be the tie-breaker.

 

Rationale:

 

  • To enhance Club operations by increasing the Board's ability to form committees chaired by a broader cross-section of the membership, while not abdicating its responsibility to retain decision-making authority. Specifically, with the exception of the Finance Committee which requires specific knowledge of and access to sensitive and/or confidential Club information, the requirement that all committees be chaired by a Director will be eliminated.