Pursuant to the provisions of the Utah Revised Nonprofit Corporation Act, the undersigned corporation (the "Corporation") hereby adopts the following Articles of Amendment and Restatement of its Articles of Incorporation and Constitution:


The name of the Corporation is Wasatch Mountain Club, Inc.


The Constitution set forth on the following pages (the "Constitution") was adopted by the members of the Corporation on October 18, 1995, except that Section 2 of Article III of the Constitution was adopted by the members of the Corporation on February 15, 2006. The number of votes cast for the Constitution by the members was sufficient for approval by the members.


These Articles of Amendment and Restatement of the Articles of Incorporation and Constitution supersede (i) the original Articles of Incorporation of the Corporation, (ii) all amendments and revisions thereto, including all previously filed versions of a Constitution, and (iii) restatements thereof.

DATED this 1st day of April, 2009.

a Utah nonprofit corporation

By:   JOHN VERANTH            
      John Veranth, President


Article I:
Section 1. Name. The name of this organization shall be Wasatch Mountain Club, Inc.
Section 2. Office. The Wasatch Mountain Club is a nonprofit corporation, organized with headquarters in the State of Utah.

Article II:
The purpose shall be to promote the physical and spiritual well-being of its members and others by outdoor activities; to unite the energy, interests and knowledge of students, explorers and lovers of the mountains, deserts and rivers of Utah; to collect and disseminate information regarding the Rocky Mountains on behalf of science, literature and art; to explore and picture the scenic wonders of this and surrounding states; to foster awareness of scenic beauties; and to encourage preservation of our natural areas including their plant, animal and bird life.

Article III:
Section 1. Requirements. The membership of the Wasatch Mountain Club shall consist of life, honorary, regular and partner members, all of whom shall be 18 years of age or older.
Section 2. Rights and Privileges. As outlined in the Bylaws, any person meeting the admission requirements for a specific membership, whose fees and annual dues are paid, shall be a member of the Club. To receive full rights and privileges, a member shall obtain a favorable majority vote from the Governing Board. Full rights and privileges of members shall include but not be limited to: voting, holding office, attending Club functions at member rates, and examining Club books and records at reasonable times. The Bylaws shall specify what abridged rights and privileges are granted to members who have not yet received a favorable vote by the Governing Board.
Section 3. Termination. The membership of any member may be terminated by a unanimous vote of the Governing Board. Whenever a membership terminates, all rights and interest pertaining thereto revert to the Wasatch Mountain Club, Inc.

Article IV:
Section 1. Officers. The Officers shall be a President, Vice President, Secretary and Treasurer. The President, Secretary and Treasurer shall be elected by the general membership and serve as Directors. The Vice President shall be elected by the Governing Board from the Directors not currently serving as Officers.
Section 2. Vacancies. In the event of a vacancy in the office of President, the Vice President shall assume the duties of the President and the Governing Board shall elect a President to serve for the unexpired term. Any other vacancy shall be filled for the unexpired term by Presidential appointment and confirmed by a majority vote of the Governing Board.

Article V:
Section 1. Composition. The Governing Board shall contain at least ten qualified members serving as Directors pending election by the general membership. Required qualifications are stated in the Bylaws.
Section 2. Term of Office. The term of office shall be one year or until new Directors are elected. New Directors shall take office at the first scheduled meeting of the Governing Board following the annual business meeting.
Section 3. Vacancies. Any vacancy occurring in any office shall be filled by Presidential appointment, subject to approval by the remaining Governing Board.
Section 4. Duties. Each Director shall perform the duties outlined in the Bylaws. If any Director be considered inactive or otherwise undesirable, said Director may be discharged from office by unanimous vote of the remaining Governing Board.
Section 5. Business. The Governing Board shall conduct business only at regular meetings, or special meetings upon proper notice.

Article VI:
Section 1. Composition. The Trustees shall consist of four elected members in good standing and the President of the Club. One member shall be elected each year at the annual business meeting for a four year term. Each member shall have served previously for at least one year as a Director and shall have been a regular member of the Wasatch Mountain Club for at least five years.
Section 2. Chair. The senior member of the Trustees shall act as Chair. The Chair shall call meetings of the trustees as requested by the President, or at the discretion of the Chair upon proper notice. At meetings of the Governing Board each attending Trustee shall have one vote on all matters in addition to those special matters to be brought before the Trustees.
Section 3. Vacancy. Should a vacancy in the Trustees occur during the year, a new member shall be elected by the remaining Trustees to serve until the next annual business meeting of the Club, at which time a new Trustee shall be elected by the membership to serve for the remainder of the unexpired term.
Section 4. Duties. Each Trustee shall perform the duties outlined in this Constitution. If any Trustee be considered inactive or otherwise undesirable, said Trustee may be discharged by unanimous vote of the remaining Trustees subject to approval by the Governing Board.
Section 5. Expenditures.
  1. Any expenditure of the Club that exceeds $1,000 in a single project, or the sale or disposal of any property valued in excess of $1,000 shall be approved by a majority of the Trustees prior to the obligation of the expenditure or sale. A report of the action taken by the Trustees shall be made to the Governing Board within twelve days of the date the Trustees are informed of the proposed action.
  2. If the Trustees fail to act or fail to approve the expenditure within the specified time, the matter shall automatically be referred to the Governing Board, that may present the request to the general membership for action.
Section 6. Financial Review. The incoming Chair, assisted by the other Trustees, shall be responsible for a review of the Treasurer's books at the end of the Treasurer's term of office. The review may be performed by an outside agency at the direction of the Trustees. It shall be completed prior to April 30.
Section 7. Annual Financial Report. The Trustees shall approve the annual financial report of the Treasurer which shall provide in reasonable detail a general statement of the transactions and financial condition of the Club. This report shall be presented at the first general meeting held after May 1 and shall be published in the Rambler immediately afterwards.
Section 8. Constitution Interpretation. The authority and responsibility for the interpretation of this Constitution shall be vested in the Trustees.

Article VII:
Section 1. Composition. The Governing Board shall be composed of the Directors, including the Officers, and the Trustees.
Section 2. Responsibilities. The responsibilities of the Governing Board shall be noted as below or as assigned by the membership:
  1. The control of all Club business and activities shall be vested in the Governing Board.
  2. Any action approved by the Governing Board may be put to a vote by the general membership for final approval if requested through a petition signed by five percent of the membership as of May 1 of the current year.
  3. Bylaws, not in conflict with the Constitution, may be adopted, amended, or rescinded at any meeting of the Governing Board by a two-thirds vote of the total Board, provided all Board members are notified by mail or otherwise. Notice shall include the exact wording of the proposed amendment and date and place of the meeting and be given at least ten days prior to the meeting.
  4. Date, time and place of general membership meetings shall be specified by the Governing Board.
Section 3. Meetings. The Governing Board shall meet as specified in the Bylaws or as designated by the President with approval by the Board.
Section 4. Quorum. A quorum for the transaction of business shall be a majority of the members of the Governing Board.
Section 5. Remuneration. No Governing Board member shall receive any financial remuneration for services rendered to the Club in such capacity.

Article VIII:
Section 1. Meetings. There shall be at least two general membership meetings held each year, one of which shall be the Annual Business Meeting.
Section 2. Notice. A matter requiring a vote by the general membership may be transacted at a general membership meeting, provided that notice was mailed to the membership at least ten days before the date of such a meeting, such notice stating generally the purpose, time, date and place of the meeting. A member may vote in person or by proxy, executed in writing by the member.
Section 3. Election. Election of Trustees and Directors shall be conducted at the Annual Business Meeting or by a general mail ballot if the Governing Board so chooses.
Section 4. Quorum. A quorum for the transaction of business at a general membership meeting shall consist of the members present or represented by written proxy.

Article IX:
There shall be a written and pictorial history of the Club maintained, giving recognition for outstanding services of individuals or groups of individuals to the Club. The Governing Board shall appoint a Club historian to compile and maintain said history.

Article X:
The RAMBLER shall be the official publication of the Wasatch Mountain Club, Inc.

Article XI:
Robert's Rules of Order Newly Revised shall govern the proceedings of the Wasatch Mountain Club, Inc. in all cases not provided for in the Articles of Incorporation, Constitution, Bylaws or in the Standing Rules.

Article XII:
Amendments to this Constitution shall require a two-thirds vote of the quorum of members present and voting at any general membership meeting. Any member may submit a proposed amendment to the Board for consideration, and it shall be referred to the membership on approval of the Governing Board providing that notice has been sent to all members at least ten days prior to the vote.

FYI - 1969 version of the WMC Constitution