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WMC Bylaws


BYLAWS OF THE WASATCH MOUNTAIN CLUB, INC.
Updated January 2013 Updated June 2013

[
05-03-2013: Bret M used the May 1 document to create this document (goodbye downloading PDFs and external websites).
05-05-2013: Bret M added addition comments.
05-11-2013: Bret M incorporated action items feed back from Cheryl and Robert, and added more action items.
05-12-2013: Bret M followed up on an item from Robert T., search for "[100,"
05-12-2013: Bret M fixed numerous places where comments should have listed "John V and Susan A" instead of Robert T.
05-12-2013: Bret M added missed items from May document Article VI, Section 1, that were not marked with yellow marker


Action Items:
]

ARTICLE I: ELIGIBILITY FOR OFFICE

Section 1.  President and Trustees.
The President is one of the Club's Trustees. In order to be eligible to hold either the office of President or the position of Trustee, a person must have been a member in good standing with full rights and privileges [ Robert T; Robert M agrees; Bret M new wording is consistant with the Constitution, and "in good standing" isn't defined anywhere ] for at least five (5) years, and must have served on the Governing Board for at least one (1) year.
Section 2.  Other Officers and Directors.
In order to be eligible for office in this category, a person must be a member in good standing with full rights and privileges [ John V and Susan A ] , as defined by the Constitution, Article III.

ARTICLE II: DUTIES OF OFFICERS AND DIRECTORS

Section 1.  Duties of Officers.
  1. The President shall be chief executive officer of the Club, preside at all Governing Board and General Membership meetings, and shall exercise all powers of supervision over Club affairs which are not otherwise provided for in the Constitution or Bylaws. Subject to the approval by the Governing Board, the President shall appoint a member to fill any Directorship vacancy. The President shall also have power to appoint special committees and call special meetings.
  2. The Vice President shall be a current member of the Governing Board who is designated by the Board to [ Robert T ] [ Robert M: elected by a majority vote of the Board and shall assume...... ] [ Will M: Article II, Section 1, b. the Vice President is elected by the board...... ] [ Bret M: this section is titled "Duties of Officers" and doesn't deal with how they are elected, is there a better place for this addition? ] assume the responsibilities of the President in the President's absence, or in the case of the termination from office in midterm, until the Governing Board can elect a President to serve for the unexpired term.
  3. The Secretary shall take minutes of all Governing Board and General Membership meetings; verify the presence of a quorum at meetings; be responsible for all Club correspondence; and keep accurate records of all business (other than financial), including the Constitution, Bylaws, Rules and Regulations, and Policies.
  4. The Treasurer shall receive and disburse all funds under the direction of the Governing Board, handle the accounts and all matters concerning Club finances and monies, and tender monthly financial statements to the Governing Board. Bank accounts and investment instruments of the Club shall be kept as determined by the Governing Board and disbursed as directed in the Constitution. The Treasurer shall keep adequate documents for a financial review at the end of the term of office and submit them to the preferred tax preparer. As the Club's financial officer, the Treasurer shall be suitably bonded to cover any liabilities associated with the holding of this office. [ John V and Susan A ] Funds shall be withdrawn disbursed [ John B ] only for budgeted expenditures or expenditures otherwise approved by the Governing Board: 1) [ John B ] over the signatures of Officers duly designated by the Governing Board [ John V and Susan A ] to have signatory rights , or 2) via direct withdrawal or debit card transaction [ John B ] .
Section 2.  Duties of other Directors.
  1. The Conservation Director shall serve as chairperson of the Conservation Committee, recommend how conservation funds should be spent [ Will M ] and keep the General Membership and Governing Board informed about conservation issues.
  2. The Mountaineering Director shall be responsible for planning the annual climbing schedule, climbing and safety instructions, and [ Steve D ] for keeping an inventory of the Club's mountaineering equipment , and for determining the inventories condition for use [ Steve D ] .
  3. The Boating Director shall be responsible for the annual boating schedule, safety considerations, obtaining necessary permits, and obtaining and maintaining Club boating equipment , and keeping an inventory of it [ Bret M: addition made per Robert's suggestion ] .
  4. The Hiking Director shall be responsible for planning the annual hiking schedule, maintaining a hiking leadership organizer [ Robert T ] training and safety program, and supervising Club maintenance of hiking trails.
  5. The Entertainment Director shall coordinate all entertainment and social programs and secure facilities, as needed for social events and [ Robert M ] the General Membership meetings. [ Tony H: Same as social chair ]
  6. The Lodge Director shall have charge of the Club Lodge. The Foundation Liaison shall represent the Club on the Wasatch Mountain Club Foundation board and shall be responsible for communication between the Club and the Foundation. [ John V and Susan A ]
  7. The Membership Director shall keep an accurate list of members, handle membership questions from members, process paper membership join/renewal applications, manage life memberships, [ Bret M ] submit qualified applicants for Board approval, have charge of activities directed toward obtaining new members, [ Bret M ] and shall see that each new member receives a copy of the Membership Manual. [ Robert M: I don't know that we distribute a membership manual anymore; that information is available online at the website. ]
  8. The Publications Director shall compile, edit, and publish the RAMBLER and preserve copies in the Club files, and shall be responsible for mailing the RAMBLER.
  9. The Winter Sports Director shall be responsible for planning the annual ski touring and snow shoeing program and maintaining a touring leadership organizer [ Robert M ] training and avalanche safety program. In addition, the Director acts as custodian for all Club winter sports equipment. [ John V and Susan A ]
  10. The Public Relations Director shall be responsible for promoting the Club and its activities, attracting new members, and enhancing the image of the Club.
  11. The Bicycling Director shall be responsible for planning the annual bicycling schedule and maintaining an leadership organizer [ Robert M ] training and safety program.
  12. The Information Technology Director shall be responsible for the development, enhancement, and maintenance of the Club's automated systems including the Club's website and the Club's email systems.
Section 3.  Records.
It shall be the duty of each Director to keep records and suggestions concerning their respective activities and pass these on to the incoming Director.
Section 4.  Committees.
  1. Activities Committees: Each Activities Director may appoint a committee to aid in organizing and carrying out the activities under his/her jurisdiction.
  2. Nominations Committee: This committee shall publish in the January RAMBLER a slate of one or more nominees for each Governing Board position to be filled. All nominees shall meet the qualifications as defined in the Constitution and Bylaws and be willing to serve on the Governing Board, if elected. Nominations may be accepted by the Nominations Committee from the General Membership until January 15th when nominations are to be submitted to the President. The duties of this committee are documented in ARTICLE VI. [100, Bret M: The last sentence that was deleted differs from Article VI, Section 1. Which is correct? ]
Section 5.  Coordinators.
  1. Coordinators are established by the Governing Board to be responsible for conducting specific programs.
  2. Coordinators are nominated either by the participants in a specific activity, or by a sponsoring Director. All Coordinators must be approved by a vote of the Governing Board.
  3. Coordinators do not have a vote on the Governing Board, but may attend Board meetings to discuss matters pertaining to their area of responsibility. They may also communicate with the Governing Board via a sponsoring Director.
  4. The Coordinator positions shall include, but not be limited to: Rafting, Sailing, Kayaking, and Canoeing (all sponsored by the Boating Director); Snowshoeing; Ski touring; Mountain biking; and Trail maintenance. and In-line skating. [ Robert M ]
Section 6.  Voting Procedures.
There shall be one (1) vote per Directorship and each attending Trustee. Proxies may be designated by Members of the Governing Board. [ John V and Susan A: see proposed addition of Article III, Section 1, b below, also this section was not consistent with the other sections. ]

ARTICLE III: MEETINGS

Section 1.  Governing Board. [ John V and Susan A ]
  1. The regular meetings of the Governing Board shall be held at least once every month monthly [ John V and Susan A ] or as required by the Board to conduct Club business. The time and place of meetings shall be designated by the Board , and written . Special meetings of the Governing Board can be called by the President if an item requires action prior to the next meeting. Written [ John V and Susan A ] [ Bret M: why add that sentence given the first sentence? ] notice shall be sent to all Board members at least five (5) days prior to the meeting. [ Tony H: written notice - are we fulfilling this? ]
  2. There shall be one (1) vote each for every Director and Trustee in attendance. Written Proxies may be given to designated Trustee or Director to cast a vote in their behalf. Proxies may be designated in writing by Members of the Governing Board. Proxy instructions may allow a designee the discretion to vote on behalf of the absent director on all business or may be restricted to indicate the absent directors intent only on specific agenda items. A quorum shall consist of half of the voting officers, directorships and trustees, in person or by proxy. [ Robert M ]
Section 2.  General Membership. [ John V and Susan A ]
 [ Note: Because "Section 2..." above was added this list restarts (it was b and c, now is a and b. ]
  1. A General Business Membership [ Robert M ] meeting shall be held in February at which Governing Board [ Robert M ] elections will be conducted. Only Club members with full rights and privileges shall be eligible to vote. [ John V and Susan A ] [ Robert M: this is a repeat of "the full rights and privileges" thing again. ]
  2. Special General Membership meetings may be called by the Governing Board. All General Membership meetings require ten (10) days prior notification by email or U.S. mail.

ARTICLE IV: RULES, REGULATIONS, POLICIES, AND ENFORCEMENT

Section 1.  Publication and Distribution.
  1. Periodically, the Board shall issue statements of updated Rules, Regulations, and Policies which shall be published in the RAMBLER.
  2. The President shall distribute an up-to-date copy of the Constitution and Bylaws to each member of the Governing Board at the second (2nd) regularly scheduled meeting of the fiscal year. Changes to the Constitution and Bylaws shall be published in the RAMBLER.
Section 2.  Enforcement.
  1. Trip leaders organizers [ Robert T ] may report violations of Rules or Regulations by participants by letter to the Governing Board, orally to the appropriate Director, or at any scheduled Governing Board meeting. Participants may also report any malfeasance of the trip leader organizer [ Robert T ] in a similar fashion.
  2. If the Governing Board deems the Rule/Regulation violation to be sufficiently serious, the violator shall be placed on a three (3) month probation period and notified by certified mail of the exact nature of the violation.
  3. Upon report of a second serious Rule/Regulation violation within the three (3) month probation period, the member shall be notified by certified mail of the exact nature of the violation and the date that his/her suspension of membership will be considered. The member may appear before the Governing Board on that date to explain any mitigating circumstances. Suspension of membership shall be by unanimous vote and prorated unused dues refunded. [ Robert T: Unanimous vote of the board members present, or of all board members? So if just one board member dissents the person's membership is not suspended, correct? ] [ Robert M: Bylaws can be changed with a 3/4 majority of the voting directors present when there is a quorum, so why can't a membership be suspended by a 3/4 vote; otherwise, we will never suspend anyone. ] [ Cheryl S: I agree with Bob M that suspension should come with a 3/4 majority of the board present as long as there is a quorum... ] Termination of membership shall be in accordance with the Constitution.
  4. Should a suspended or terminated member rejoin the Club, membership before suspension/termination may not be included in the twenty-five (25) years of membership required for Life Membership. [ Will M: unclear ]

ARTICLE V: MEMBERSHIP

Section 1.  Requirements for Regular Membership.
Prospective members shall submit a completed application with appropriate membership fee and first year dues. The Club shall grant regular membership under probation probationary membership [ Bret M ] upon receipt. While under probation the member shall have all of the rights and privileges of membership except the right to vote in Club elections and to hold a Club office. The end of the condition of probation shall be subject to Probation ends with [ Bret M ] majority approval by the Governing Board. The Governing Board shall vote on a member's probation within a month of the start of that probation. If the Governing Board votes against ending member's probation, that member has the right to obtain another vote by the Governing Board at a subsequent meeting of the Governing Board. [ Robert M: I agree with Robert T that this is not how we do things; once you become a member online, the practice is that you have the right to vote and you can become a director. I can think of a few instances where we have stumbled over ourselves to get a new member on the Board to fill a position. Maybe we should drop this. ] [ John V: The current text is cumbersome, but the basic idea is sound. You become a full member when voted on by the Governing board, not when you fill out the application on line. Having this step makes membership in the club a bit more meaningful than a simple electronic signup. ] [ Bret M: Robert M, the correct procedure is the board votes on their membership to make them a member, then votes to make them a director, and then they can vote on Board items. ] A dues-lapsed or suspended member may resume membership without re-qualification upon payment of dues and a reinstatement fee [ Bret M: see Article V, Section 4, d, as to why this is deleted ] .
[ Robert T: We don't require qualification anymore, do we? ]
[ Bret M: I think the idea was that they didn't need Board approval again. Suggest changing "re-qualification" to "a Board approval vote". ]
Section 2.  Requirements for Life Membership.
  1. The Life Member candidate shall submit an application documenting the fulfillment of the following requirements to the Governing Board:
    1. Uninterrupted payment of dues for twenty-five (25) years. With approval of the Governing Board, arrears dues may be updated;
    2. Demonstrate a visible level of recent interest in Club affairs;
    3. Perform meritorious service to the Club, equivalent to at least two (2) years of service on the Governing Board, as outlined in the Standing Rules and Regulations. [ Bret M: "Standing Rules and Regulations", what document is this? Similarly referred to in the Constitution as "Standing Rules". ]
  2. Life Membership is an individual recognition. In the case of couple membership, each must satisfy the requirements individually.
  3. After approval of the application by the Governing Board, it must be approved by a vote by the General Membership at a regular General Membership meeting.
  4. Life Member dues shall be the equivalent of the existing RAMBLER fee. Life Membership continues without payment of this fee, but no publication shall be sent. Life members may receive the RAMBLER free of charge upon request. [ John V and Susan A ]
  5. The Club shall attempt to maintain current contact information for life members. [ John V and Susan A ]
  6. Life membership continues without any requirement for periodic renewal or payment of fee, and terminates only upon death or at the written request of the life member. [ John V and Susan A ]
Section 3.  Requirements for Honorary Membership.
Under extraordinary circumstances, the Club may confer an Honorary Membership on a public official (e.g. Governor, Senator, or Congressman) who has been especially helpful in making the organization realize its purpose, as expressed in the Constitution. The status of Honorary Member requires yearly renewal.
Section 4.  Fees and Duration.
  1. Membership fees shall include a one time initiation fee of $5.00 for each regular member, plus annual dues of $35.00 for a single, $50.00 for a couple membership.
  2. Each household shall be eligible to receive one (1) subscription to the RAMBLER, the fee for which shall be included in the membership. The subscription fee is likewise assessed to Life Members. [ John V and Susan A ]
  3. The membership year shall be for twelve (12) consecutive months, renewable on the month of the member's acceptance into the Club. Membership dues not paid within thirty (30) days of the renewal date will result in the removal from the membership files their membership expiring [ Bret M ] and require a reinstatement fee of $5.00 to rejoin the Club [ Bret M: delete this as electronic renewals after membership lapses more than 4 months are not charged a $5 reinstatement fee. ] . [ Robert T: Do we really do this within 30 days or do we allow more time? ] [ Bret M: Yes it happens at 30 days. ]
  4. Dues-lapsed or suspended members may reinstate membership upon payment of annual dues and a $5.00 reinstatement fee [ Bret M: delete this as electronic renewals after membership lapses more than 4 months are not charged a $5 reinstatement fee. ]
    [ Robert M originally caught this. ]
    [ Bret M: suppose at a Board meeting we vote to suspend a member, and later that night they pay their annual dues again, do they immediately become a regular member again? Search for where "suspen" exists in this document. ]     .
  5. Full-time students eighteen to thirty (18-30) years of age are eligible for a $20.00 per year membership fee.
Section 5.  Types of Membership.
  1. A Regular member shall be any member who has fulfilled requirements for membership and whose dues are fully paid.
  2. Spouse or equivalent member of the same household qualify as a partner member and shall enjoy all privileges of regular membership pending payment of the appropriate dues. Children under eighteen (18) years of age shall be eligible for participation in designated activities.
  3. Life Members currently having this status shall continue in this category as consistent with the Constitution and enjoy all privileges associated with this designation throughout their life.
Section 6.  Privileges of Membership.
Privileges of membership shall be as designated in the Constitution (most recent revision) and shall include one (1) subscription to the RAMBLER per household. Only members may lead organize [ Will M ] Club activities. Prioritization of Club members ahead of non-Club members shall happen on popular activities with limited space unless there are other factors to be considered. [ Bret M ] [ Bret M: Are these the only benefits to being a member? ]

[
Bret M: __ FYI __ As I read this document the membership states (and events) are:
- 1. no membership (join and pay to move to #3
- 2. honorary membership (board vote [and pay?] to move to #4
- 3. probationary membership (board vote to move to #4
- 4. regular membership (renew to stay here, do good to be #5, do bad things moves to #6 or #7, fail to renew moves to #8)
- 5. life membership (see Article V, Section 2)
- 6. suspended membership (see Article IV, Section 2, c and d)
- 7. terminated membership (see Article IV, Section 2, c and d)
- 8. expired membership (did not renew, if they do renew they immediately move to #4)
]

ARTICLE VI: ELECTIONS

Section 1.  Nominations Committee.
  1. With the consent of the Governing Board, the President shall appoint by November 15 10 John V [ John V and Susan A ] a Nominations Committee of at least [ John V and Susan A ] three (3) members who are not currently members of the Governing Board. At least two (2) members of this committee shall have previously served on the Board. The names of the appointed members of the Nominations Committee shall be published in the December RAMBLER.
  2. The Nominations Committee shall contact all incumbents to determine if they wish to run for reelection. Club members may contact the Nominations Committee if they wish to run for office.
  3. The Nominations Committee is responsible to ensure that there is at least one candidate for each position. All nominees shall meet the qualifications as determined in the Constitution and Bylaws and be willing to serve on the Board if elected.
  4. The preliminary [ John V and Susan A ] slate selected by the Nominations Committee shall be published in the January RAMBLER.
  5. Nominations are closed when the Nominations Committee submits the final [ John V and Susan A ] slate for publication in the February RAMBLER.
Section 2.  Elections Meeting.
  1. The final slate of candidates and the time and place of the General Membership meeting shall be published in the February RAMBLER, or a separate notice shall be sent to all members by email or U.S. mail at least ten (10) days prior to the meeting.
  2. Voting shall be by secret ballot or by unanimous acclamation if all positions are uncontested [ John V ] .
  3. A member may vote in person or by proxy, executed in writing by the member.
  4. Write-in candidates not published in the RAMBLER may not be voted on at the election meeting.
Section 4 3 [ John V and Susan A: renumber 4 to 3 since there is no 3 ] .  Terms of Office.
The term for all Directors shall be from March 1 to February 28 the last day of February [ Robert T: handle leap years ] . The staggered terms for the four (4) Trustees are four (4) years in length, with one Trustee being elected each year.

ARTICLE VII: AWARDS

Section 1.  Trustee Emeritus.
On rare occasions, a Trustee with long and distinguished service to the Club decides to vacate his/her office. In recognition of such service, the Board may elect to bestow the distinction of "Trustee Emeritus" on this individual. The distinction is permanent and does not provide Board voting privileges.

ARTICLE VIII: CONDUCTING BUSINESS ELECTRONICALLY

Section 1.  Intent.
The Club agrees that business may be conducted electronically in accordance with the Constitution, these Bylaws, and procedures established by the Governing Board. All references to written communication refer to both U.S. Mail and email communication.
Section 2.  Electronic Governing Board Meeting Participation.
Governing Board members may participate in meetings by telephone, videoconferencing, or other electronic means that allows the content of each agenda item and the related board member discussion to be communicated and documented for the minutes.
Section 3.  Electronic Voting by General Membership.
Procedures for electronic voting by Club members may be established by the Governing Board.
[ John V and Susan A ]

[ Bret M: NOTE! This Article is new so it should be in red font, but that would conflict the line with red text, hence this comment to alert you that this Article is new! ]

ARTICLE IX: OFFICIAL DOCUMENTS

Section 1.  Determination of and updates to official documents.
  1. Since the WMC website employs version tracking and is backed up regularly documents stored on it will be deemed the official copy of those documents. The last official version shall be used making updates.
  2. The IT Director will display proposed changes to official documents using the following change tracking techniques:
    1. Proposed text deletions shall use strike through.
    2. Proposed text additions shall use font color red.
    3. Notes in font color blue shall be included with each deletion and insertion font with a suggested format of: [author, optional comment about the change]
       These notes shall be deleted when the official document is produced.
    4. Notes may also be used to ask questions or make comments.
  3. The IT Director will inform the Governing Board when proposed changes are ready for review.
  4. After reviewing the proposed changes and coming to consensus the Governing Board will vote on the proposed changes.
  5. The IT Director will remove unapproved changes and implement approved changes, and then inform the Secretary the approved changes are ready for final review.
  6. After the Secretary ensures the approved changes are accurately implemented they will inform the Board of their findings, and that action shall make the updated version the new document official.

 

Wasatch Mountain Club, Suite 103, 1390 South 1100 East, Salt Lake City, UT 84105
801-463-9842 — gro.bulCniatnuoMhctasaW@ofnI