BYLAWS OF THE WASATCH MOUNTAIN CLUB, INC.
Updated January 2013
Updated June 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
with full rights and privileges
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
, as defined by the Constitution,
ARTICLE II: DUTIES OF OFFICERS AND DIRECTORS
Section 1. Duties of Officers.
Section 2. Duties of other Directors.
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
be elected by the board, as stated in the Constitution (Article IV, Sec. 1) and shall
assume the responsibilities of the
President in the President's absence, or in the case of the
office in midterm, until the Governing Board can
President to serve for
remainder of the
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)
; and maintain up to date official copies of
Articles of Incorporation,
Rules and Regulations, and Policies
and WMC Policies (Standing Rules).
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
for budgeted expenditures or expenditures otherwise approved by the Governing Board: 1)
over the signatures of officers duly
by the Governing Board
to have signatory rights
; or 2) via direct withdrawal or debit card transaction
Section 3. Records.
The Conservation Director shall serve as chairperson of the
recommend how conservation funds should be spent
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,
an inventory of the Club's mountaineering equipment
, and for determining the inventory's condition for safe and appropriate use
The Boating Director shall be responsible for the annual
boating schedule, safety considerations, obtaining necessary permits,
obtaining and maintaining Club boating equipment
, and maintaining an inventory of it
Bret: I did not like the change
to "and maintaining the inventory"
from "and maintaining an inventory of it"
so I did not implement that change
The Hiking Director shall be responsible for planning the
annual hiking schedule, maintaining a hiking
training and safety program, and
supervising Club maintenance of hiking trails.
The Entertainment Director shall coordinate all entertainment
and social programs and secure facilities
social events and
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
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.
process paper membership join/renewal applications into the on-line membership data base,
handle membership questions,
manage life memberships, and submit qualified applicants for Board approval.
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
training and avalanche safety program.
In addition, the Director acts as custodian for all Club winter sports equipment.
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 an
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.
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.
Section 5. Coordinators.
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.
The duties of this committee are documented in ARTICLE VI.
Section 6. Voting Procedures.
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; and Trail maintenance.
and In-line skating.
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
Section 1. Governing Board.
Section 2. General Membership.
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
Special meetings of the Governing Board can be called by the President if an
item requires action prior to the next meeting.
notice shall be sent to
all Board members at least five (5) days prior to the meeting.
There shall be one (1) vote for each officer, directorship and trustee in attendance
or by valid proxy. Written proxies may be given to designated trustees or directorships
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 an absent directorship(s) on all business or may be restricted to indicate
an absent directorship(s) intent only on specific agenda items.
For the Board to conduct business at a meeting there must be a quorum,
defined in the Constitution as a majority of the Governing Board. For
purposes of determining a quorum, officers, directorships and trustees
in attendance and valid proxies shall be counted.
meeting shall be held in February at which
elections will be conducted.
Only club members with full rights and privileges shall be eligible to vote.
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.
Section 2. Enforcement.
Periodically, the Board shall issue statements of updated
Rules, Regulations, and
which shall be published in the RAMBLER
and on the Club website
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
and on the Club website
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
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
The member may appear before the Governing Board on that date to explain
any mitigating circumstances.
of membership shall be by unanimous vote
and prorated unused dues refunded.
Termination of membership shall be in accordance with the Constitution.
of the Governing Board members present at the meeting at which the action
is discussed. With such action, paid dues will be prorated and refunded.
terminated member rejoin the Club,
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
receipt. While under probation the member shall have all of the rights and privileges
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
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.
member may resume membership without
upon payment of dues
and a reinstatement fee
Section 2. Requirements for Life Membership.
Section 3. Requirements for Honorary 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
WMC Polices (
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.
Life members may receive the RAMBLER free of charge upon request.
The Club shall attempt to maintain current
contact information for life members.
Life membership continues without any requirement for
periodic renewal or payment of any fee, and terminates only
upon death or at the written request of the life member.
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.
Section 5. Types of Membership.
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
be the current fees shown on the Club's printed and online membership forms
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.
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
expiration of membership
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
discounted annual membership as shown on the Club's printed and online membership forms
Section 6. Privileges 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.
Privileges of membership shall be as
designated in the Constitution
(most recent revision)
and shall include
subscription to the RAMBLER per household.
Only members may lead Club activities.
- One (1) subscription to the RAMBLER per household.
- Only members may organize 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: __ FYI __ As I read this document the membership states (and events) are:
- 1. no membership (join and pay moves to #3
- 2. honorary membership (board vote [and pay?] moves to #4
- 3. probationary membership (board vote moves to #4
- 4. regular membership (renew to stay here, do good to be #5, do bad things moves to #6, fail to renew moves to #7)
- 5. life membership (see Article V, Section 2)
- 6. terminated membership (see Article IV, Section 2, c and d)
- 7. expired membership (didn't renew, renewing moves to #4)
ARTICLE VI: ELECTIONS
Section 1. Nominations Committee.
Section 2. Elections Meeting.
With the consent of the Governing Board, the President shall
appoint by November
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.
slate selected by the Nominations Committee shall be published
in the January RAMBLER.
Nominations are closed when the Nominations Committee submits the
for publication in the February RAMBLER.
. Terms of Office.
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
or by unanimous acclamation if all positions are uncontested
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.
The term for all Directors shall be from
March 1 to
the last day of February
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.
[ 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.
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.
The IT Director will display proposed changes to official documents
using the following change tracking techniques:
Proposed text deletions shall use strike through.
Proposed text additions shall use font color red.
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.
Notes may also be used to ask questions or make comments.
The IT Director will inform the Governing Board when proposed changes are ready for review.
After reviewing the proposed changes and coming to consensus the Governing Board will vote on the proposed changes.
The IT Director will remove unapproved changes and implement approved changes, and then
inform the Secretary the approved changes are ready for final review.
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.
[ NOTE! Above is what Bret submitted, but without consultation it was changed to this ]
ARTICLE IX: OFFICIAL DOCUMENTS
Notice the lack of a "Section 1. xxxx" here.
Revisions to official documents may be proposed by officers, directors,
trustees, and the general membership, and submitted to the Governing Board
as a whole for consideration. All proposals accepted for incorporation
into official documents will be date stamped (date of when it was approved
and date of when it was incorporated into the specific document). The IT
director will make the change in the appropriate document online after it
is finalized by the Governing Board and reviewed by the Secretary for accuracy
The secretary shall then verify the accuracy of the online document. The
Secretary shall maintain a binder containing the current official Constitution,
Bylaws, and WMC Policies (Standing Rules).