BYLAWS OF THE WASATCH MOUNTAIN CLUB, INC.
Updated January 2013
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 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, as defined by the Constitution,
ARTICLE II: DUTIES OF OFFICERS AND DIRECTORS
Section 1. Duties of Officers.
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.
The Vice President shall 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.
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.
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
As the Club's financial
officer, the Treasurer shall be suitably bonded to cover any liabilities
associated with the holding of this office.
Funds shall be withdrawn only over the signatures of Officers duly
designated to have signatory rights.
Section 2. Duties of other Directors.
The Conservation Director shall serve as chairperson of the
Conservation Committee, and keep the General Membership and Governing Board
informed about conservation issues.
The Mountaineering Director shall be responsible for planning
the annual climbing schedule, climbing and safety instructions, and for keeping
an inventory of the Club's mountaineering equipment.
The Boating Director shall be responsible for the annual
boating schedule, safety considerations, obtaining necessary permits, and
obtaining and maintaining Club boating equipment.
The Hiking Director shall be responsible for planning the
annual hiking schedule, maintaining a hiking leadership and safety program, and
supervising Club maintenance of hiking trails.
The Entertainment Director shall coordinate all entertainment
and social programs and secure facilities, as needed for the General Membership
The Lodge Director shall have charge of the Club Lodge.
The Membership Director shall keep an accurate list of
members, submit qualified applicants for Board approval, have charge of
activities directed toward obtaining new members, and shall see that each new
member receives a copy of the Membership Manual.
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.
The Winter Sports Director shall be responsible for planning
the annual ski touring and snow shoeing program and maintaining a touring
leadership and avalanche safety program.
In addition, the Director acts as custodian for all Club winter sports
The Public Relations Director shall be responsible for promoting
the Club and its activities, attracting new members, and enhancing the image of
The Bicycling Director shall be responsible for planning the
annual bicycling schedule and maintaining a leadership training and safety
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
Section 4. Committees.
Each Activities Director may appoint a committee to aid in organizing
and carrying out the activities under his/her jurisdiction.
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.
Section 5. Coordinators.
Coordinators are established by the Governing Board to be
responsible for conducting specific programs.
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.
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.
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; Trail maintenance; and
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.
ARTICLE III: MEETINGS
The regular meetings of the Governing Board shall be held at
least once every month or as required by the Board to conduct Club
The time and place of
meetings shall be designated by the Board, and written notice shall be sent to
all Board members at least five (5) days prior to the meeting.
A General Business meeting shall be held in February at which
elections will be conducted.
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.
Periodically, the Board shall issue statements of updated
Rules, Regulations, and Policies which shall be published in the RAMBLER.
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
Section 2. Enforcement.
Trip leaders 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 in a similar fashion.
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
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. Termination of
membership shall be in accordance with the Constitution.
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.
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 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 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 obtain another vote by the Governing
Board at a subsequent meeting of the Governing Board. A dues-lapsed or suspended
member may resume membership without re-qualification upon payment of dues and a
Section 2. Requirements for Life Membership.
The Life Member candidate shall submit an application
documenting the fulfillment of the following requirements to the Governing
Uninterrupted payment of dues for twenty-five (25) years.
With approval of the Governing Board,
arrears dues may be updated;
Demonstrate a visible level of recent interest in Club affairs;
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.
Life Membership is an individual recognition.
In the case of couple membership, each must
satisfy the requirements individually.
After approval of the application by the Governing Board, it
must be approved by a vote by the General Membership at a regular General
Life Member dues shall be the equivalent of the existing
Life Membership continues
without payment of this fee, but no publication shall be sent.
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
Section 4. Fees and Duration.
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.
Each household shall be eligible to receive one (1)
subscription to the RAMBLER, the fee for which shall be included in the
The subscription fee is
likewise assessed to Life Members.
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
and require a reinstatement fee of $5.00 to rejoin the Club.
Dues-lapsed or suspended members may reinstate membership upon
payment of annual dues and a $5.00 reinstatement fee.
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.
A Regular member shall be any member who has fulfilled
requirements for membership and whose dues are fully paid.
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.
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 Club activities.
ARTICLE VI: ELECTIONS
Section 1. Nominations Committee.
With the consent of the Governing Board, the President shall
appoint by November 15 a Nominations Committee of 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
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
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.
The slate selected by the Nominations Committee shall be published
in the January RAMBLER.
Nominations are closed when the Nominations Committee submits the slate
for publication in the February RAMBLER.
Section 2. Elections Meeting.
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
Voting shall be by secret ballot.
A member may vote in
person or by proxy, executed in writing by the member.
Write-in candidates not published in the Rambler may not be voted on at the election meeting.
Section 4. Terms of Office.
The term for all Directors shall be from
March 1 to February 28.
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.