BYLAWS OF THE WASATCH MOUNTAIN CLUB, INC.
Updated September 2014
ARTICLE I: MEMBERSHIPSection 1. Regular/Partner Membership and Requirements.
- A Regular member shall be any member who has fulfilled requirements for membership. A spouse or equivalent member of the same household who has fulfilled the requirements for membership qualifies as a partner member and shall enjoy all the privileges of regular membership. Member's children under eighteen (18) years of age shall be eligible for participation in designated activities.
- Prospective members shall submit a completed application with current membership fees and dues. Upon receipt, the applicant becomes a pending member with all the rights and privileges of regular membership except the right to vote in Club elections and to hold a Club office. Regular membership commences with majority approval by the Governing Board.
- The Life Member candidate shall submit an application in writing to the Governing Board documenting fulfillment of the following requirements:
- Membership for a total of twenty-five (25) years;
- A significant level of interest in Club affairs;
- 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 partner membership, each must satisfy the requirements individually.
- After approval of the application by the Governing Board, it must be approved by a vote of the General Membership.
- Life members may receive the RAMBLER free of charge upon request.
- 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 an individual 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. Privileges of Membership.
Privileges of membership shall be as designated in the Constitution and shall include, but not be limited to:
- One (1) subscription to the RAMBLER per household.
- Only members may organize Club activities.
- Club members shall have priority over non-Club members on popular activities with limited space unless other factors need to be considered.
- Only members may vote, hold office, attend Club functions at member rates, and examine Club books.
- Membership dues and fees shall be the current dues and fees stated in the Club's Policies.
- 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 expiration of membership.
- Dues-lapsed members may reinstate membership with full rights and privileges without a vote of the Governing Board upon payment of annual dues.
- Full-time students are eligible for a discounted annual membership.
ARTICLE II: ELIGIBILITY FOR OFFICESection 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 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 with full rights and privileges.
ARTICLE III: DUTIES OF OFFICERS AND DIRECTORSSection 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 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 and shall assume the responsibilities of the President in the President's absence.
- The Secretary shall take minutes of Governing Board and General Membership meetings; verify the presence of a quorum at meetings; be responsible for official Club correspondence; keep records of Club business (other than financial); and maintain official copies of the Articles of Incorporation, Constitution, Bylaws, Policies, and Membership Guide.
- 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. Funds shall be disbursed only for budgeted expenditures or expenditures otherwise approved by the Governing Board: 1) over the signatures of officers duly designated by the Governing Board to have signatory rights; or 2) via direct withdrawal or debit card transaction.
- The Bicycling Director shall be responsible for planning the annual bicycling schedule, providing organizer training, and promoting safety on bicycling activities.
- The Boating Director shall be responsible for planning the annual boating schedule, providing organizer training, providing instruction, promoting safety on boating activities, and obtaining and maintaining Club boating equipment.
- The Conservation Director shall serve as chairperson of the Conservation Committee, and shall be responsible for recommending conservation fund expenditures, keeping the General Membership and Governing Board informed about conservation issues, providing instruction and training, and promoting safety on conservation activities.
- The Hiking Director shall be responsible for planning the annual hiking schedule, providing organizer training, promoting safety on hiking activities, and coordinating Club maintenance of hiking trails.
- The Mountaineering Director shall be responsible for planning the annual mountaineering, canyoneering, and climbing schedules, providing organizer training, providing instruction, promoting safety on mountaineering, canyoneering and climbing activities, and obtaining and maintaining Club mountaineering equipment.
- The Social Director shall be responsible for planning the annual social program schedule, providing organizer assistance, promoting safety at social activities, and securing facilities for events and General Membership meetings.
- The Winter Sports Director shall be responsible for planning the annual winter sports schedule, providing organizer training, providing instruction, and promoting safety on winter sports activities.
- 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.
- The Information Technology Director shall be responsible for developing, enhancing, and maintaining the Club's website and email systems.
- The Membership Director shall be responsible for processing membership applications, handling membership questions, directing new members to relevant online documents, managing life memberships, and submitting qualified applicants for Board approval.
- The Public Relations Director shall be responsible for promoting the Club and its activities, attracting new members, and enhancing the image of the Club.
- The Publications Director shall be responsible for compiling, editing, and publishing the RAMBLER, preserving copies in the club files, and coordinating the RAMBLER mailing.
The Trustees shall be responsible for attending Board meetings to provide continuity of governance, and for the Trustee duties stated in the Constitution.
Section 5. Duties of 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: Boating Equipment and Canoeing, sponsored by the Boating Director; Canyoneering, sponsored by the Mountaineering Director; Evening Hikes and Trail Maintenance, sponsored by the Hiking Director; Mountain Biking, sponsored by the Bicycling Director; RAMBLER Graphics and RAMBLER Mailing, sponsored by the Publications Director; Sing-a-Long, sponsored by the Social Director; and Backcountry Nordic Skiing, Backcountry Alpine Skiing, and Snowshoeing, sponsored by the Winter Sports Director.
Directors are encouraged to appoint committees to aid in organizing and carrying out their duties.
Section 7. Records.
Officers, Directors, Trustees, and Coordinators shall be responsible for keeping records and suggestions concerning their respective areas of responsibility and passing these on to their successors.
Section 8. Other Duties.
Officers, Directors, Trustees, and Coordinators may assume additional duties with the consent of the Governing Board.
ARTICLE IV: OFFICIAL DOCUMENTS AND REVISIONSSection 1. Official Documents.
- The official documents of the Wasatch Mountain Club are the Articles of Incorporation, Constitution, Bylaws, Policies (Standing Rules) and Membership Guide. The Standing Rules referred to in the Constitution are defined as the Club's Policies.
- The Articles of Incorporation, Constitution, Bylaws and Policies organize and govern the operations of the Club; the Membership Guide informs members about the club and its activities.
- The President shall make available 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 and on the Club website.
- Revisions to official documents may be proposed by officers, directors, trustees, and the general membership and submitted to the Governing Board for consideration.
- All revisions approved by the Governing Board shall be included in the minutes and shall be effective as of the date of approval. The revised document shall include the date of approval.
- The Secretary shall review the approved revisions for accuracy and submit them to the IT Director who shall make the necessary changes in the appropriate online document. The Secretary shall then verify the accuracy of the online document. Once verified, it will be deemed the official electronic copy of the document.
- The Secretary shall maintain official printed copies of the Club's current documents in a binder which shall include, but not be limited to, the Articles of Incorporation, Constitution, Bylaws, WMC Policies and WMC Membership Guide.
- The Secretary shall resolve any discrepancies that may arise between the official printed copies and online versions, subject to the approval of the Governing Board.
ARTICLE V: MEETINGSSection 1. Governing Board.
- The regular meetings of the Governing Board shall be held monthly or as required to conduct Club business. The time and place of meetings shall be designated by the Board. Written 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 office, directorship and trustee in attendance and each valid proxy, except when one person holds more than one board position, that person shall have only one vote. Written proxies may be given to designated officers, trustees or directors 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 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, each office, directorship, and trustee in attendance and valid proxy shall be counted.
- Regular Meetings. A General Membership Annual Business Meeting shall be held in February. The second required General Membership meeting may be a club-wide activity/social designated by the Governing Board.
- Special Meetings. Special General Membership meetings may be called by the Governing Board. All General Membership meetings require ten (10) days prior notification by mail.
- Voting. A member may vote in person, by mail, or by proxy executed in writing by the member. Only club members with full rights and privileges shall be eligible to vote.
ARTICLE VI: ELECTIONSSection 1. Nominations Committee.
- With the consent of the Governing Board, the President shall appoint by November 10 a Nominations Committee of at least 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.
- 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.
- 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 preliminary slate selected by the Nominations Committee shall be published in the January RAMBLER.
- Nominations are closed when the Nominations Committee submits the final slate for publication in the February RAMBLER.
- The final slate of candidates and the time and place of the General Membership Annual Business Meeting shall be published in the February RAMBLER, or a notice shall be sent to all members at least ten (10) days prior to the meeting.
- Governing Board elections shall be conducted at the Annual Business Meeting unless the Governing Board chooses to conduct them by a general mail ballot instead.
- Voting shall be by secret ballot or by unanimous acclamation if all positions are uncontested, except that voting in Governing Board elections by mail or written proxy shall also be allowed. Procedures for voting by mail or proxy shall be established by the Governing Board.
- Write-in candidates not published in the RAMBLER are ineligible.
The term for all Officers and Directors shall be one (1) year from March 1 to the last day of February. The terms for the four (4) Trustees are four (4) years in length from March 1 to the last day of February four (4) years hence and are staggered, with one Trustee being elected each year.
ARTICLE VII: CONDUCTING BUSINESS ELECTRONICALLYSection 1. Intent.
Business may be conducted electronically in accordance with the Constitution, these Bylaws, and procedures established by the Governing Board.
Section 2. Definitions.
Written/mail communication shall mean email, U.S. Mail and similar written communication.
Section 3. Electronic Governing Board Meeting Participation.
Governing Board members may participate in meetings by telephone, videoconferencing, or other electronic means of interactive communication that allow the content of each agenda item and the related board member discussion to be communicated and documented for the minutes.
Section 4. Electronic Voting by General Membership.
Procedures for electronic voting by Club members may be established by the Governing Board.
ARTICLE VIII: POLICIES, RULES & REGULATIONS, GUIDELINES, AND ENFORCEMENTSection 1. Documents and Publication.
- Club policies, rules and regulations, and guidelines are specified in the WMC Policies and the WMC Membership Guide published on the Club website.
- Periodically, the Board shall issue updated WMC Policies which shall be published in the RAMBLER and on the Club website.
- Trip organizers or participants may report participant violations of Club policies, rules or regulations in writing to the Governing Board, orally or in writing to the appropriate Director, or at any scheduled Governing Board meeting. Participants may also report any misconduct of the trip organizer in a similar fashion.
- If the Governing Board deems the violation to be sufficiently serious, the violator shall be placed on three (3) month probation and shall be notified by certified mail of the exact nature of the violation.
- Upon report of a second serious 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 termination of membership shall be considered. The member may appear before the Governing Board on that date to explain any mitigating circumstances. Termination of membership shall be by unanimous vote of the Governing Board members present at the meeting. Upon termination, paid dues shall be prorated and refunded.
- Should a terminated member rejoin the Club, membership before termination will not be included in the twenty-five (25) years of membership required for Life Membership.
ARTICLE IX: AWARDSSection 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.
FYI - 1969 version of the WMC Bylaws