Revised January, 2016

 

Article 1. Name and Location of the Organization

Section 1. This non-profit organization shall be called the Western Massachusetts Climbers’ Coalition.

Section 2. The principal address of the Coalition shall be

Section 3. The World Wide Web address shall be www.Climbgneiss.org (formerly Westernmacc.com)

 

Article 2. Coalition Mission

Section 1. The mission of the Western Massachusetts Climbers’ Coalition is to build cohesive relationships with advocacy groups, state and local governments, community groups, landowners, and conservation groups to keep climbing areas open and conserve the climbing environment in Western Massachusetts.

 

Article 3. Membership

Section 1.  Coalition membership is open to climbers and non-climbers who are interested wishing to support the purposes and goals of the organization.

Section 2.  Only Coalition members may vote at Coalition meetings or online Coalition votes.

 

Article 4. Duties of Members

Section 1.  All members of the WMCC shall have a thorough knowledge of the bylaws and agree to abide by them and any decision or actions made by the membership.

Section 2.  It shall be the duty of each member of the WMCC to take part in its activities and meetings as much as is possible.

Section 3.  Members of the WMCC should refuse to participate in illegal activities concerning climbing.

Section 4.  Members of the WMCC have a duty to represent climbing to the public in a positive manner.

 

Article 5. Fees and Dues

Section 1.  The Board of Directors may approve to add or change Coalition annual membership dues. Any change will be communicated and explained to all members.

Section 2.  Any Coalition dues will be paid to the Coalition directly.

Section 3.  Any event fees will go to the Coalition directly.

 

Article 6. Board of Directors

Section 1. Officers

A. The Coalition shall have the following elected officers:

1.  President

2.  Vice-President

3.  Treasurer

4.   Secretary

5.   Committee Chair

6.   Committee Vice-Chair

7.   Board of Director

 

B.  All elected officers shall be Coalition members.

C.  All officers shall serve a term of 2 years.

D.  All officers shall be elected by the membership.

E.  All members of the Board will have one vote.

F.  Motions are passed by a majority vote.

 

Section 2. Elected Officer Descriptions:

 

A.      President

  1. Be the chief officer of the Board;
  2. Preside at all meetings of the Board and call special and emergency meetings;
  3. Perform such other duties as customarily pertain to the office of President, and shall have general and active supervision over the property, business, and affairs of the Board and its officers;
  4. Sign, execute, and acknowledge, in the Coalition’s name, contracts, deeds, mortgages, bonds, and/or other instruments authorized by the Board, except as otherwise provided in these Bylaws, and/or by law;
  5. Delegate such of these duties as is reasonable;
  6. Perform such other duties as may be required from time to time by the Board or these Bylaws.

A President must be an active Board Member for at least one year in order to be eligible for the President position, except for the initial election of officers after the adoption of these Bylaws.

 

B.      Vice-President

  1. Have such powers and perform such duties as may be assigned by the Board or the President;
  2. In the absence or disability of the President, the Vice-President shall perform the duties, and exercise the powers, of the President.

A Vice-President must be an active Board Member for at least one year in order to be eligible for the Vice-President position, except for the initial election of officers after the adoption of these Bylaws.

 

C.      Secretary

  1. Give, or cause to be given, notice of all meetings;
  2. Take, or arrange for the recording of, minutes of each meeting;
  3. Record, or cause to be recorded, all votes of the Board;
  4. Keep, or cause to be kept, all books, papers, writing, and other records of the Board;
  5. Shall perform or cause to be performed all other duties as are customary and incident to the office which may be assigned by the President or the Board.

 

D.      Treasurer

  1. Receive all money due and payable to the WMCC and shall give a receipt and deposit all such money in the name of the WMCC in such banks or other depositories as the board shall elect;
  2. Approve all bills of the WMCC;
  3. Perform or cause to be performed all other duties as are customary and incident to the office which may be assigned by the President or the Board;
  4. Present, or cause to be presented, financial reports to the Board in such manner as the Board may determine; and
  5. Submit in a timely manner to the IRS all forms required of a non-profit organization such as the WMCC.

 

E.       Committee Chair

  1. Sets tone for the committee work;
  2. Ensures that members have the information needed to do their jobs;
  3. Oversees the logistics of committee’s operations;
  4. Reports to the Board’s President and Vice President;
  5. Reports to the full Board on committee’s decisions/recommendations.;
  6. Assigns work to the committee members;

 

F.       Committee Vice-Chair

  1. Works with Committee Chair to ensure Chair responsibilities are fulfilled;

 

G.      Board Member

  1. Is a member of the board with voting privileges

 

Article 7. Duties of the Board

Section 1.  The board shall transact routing business, represent the membership to land managers, recommend policies to the membership and act for the membership.

Section 2.  The board shall strive to uphold the dignity of the organization and to maintain its high purpose and ideals. It shall at all times endeavor to give the public an accurate account and intelligent understanding of the WMCC.

Section 3.  The board shall make recommendations regarding the use of WMCC funds

 

Article 8. Officer Removal/Vacancies

An officer may be removed from office for good cause shown by the Board at a properly noticed meeting.  Removals shall be by a majority vote of the Board. Vacancies in offices, however occasioned, shall be filled for the unexpired term by the Board, at a properly noticed meeting.

 

Article 9. Board of Directors Nominations and Elections

Section 1. Nominations

  1. Before the Annual Meeting of an election year, the board shall meet as nominating committee.
  2. The members of the board shall nominate two or more candidates for each office to be filled and shall secure the consent of each candidate to serve if elected.
  3. The nominating committee shall report to the membership prior to the Annual Meeting of an election year. In addition to the candidates nominated by the committee, nominations from the membership shall be allowed.
  4. The Coalition Board of Directors will review and approve the list of nominees prior to the planned date of election.

Section 2. Election Procedures

  1. Election of the Board of Directors shall be by current members of the Coalition.
  2. The approved slate of nominees shall be distributed to the membership 30 days prior to election due date by email and shall include instructions for voting.
  3. All Coalition members in good standing have a right to vote in the election.
  4. Discrimination in election and nomination procedures on the basis of race, creed, gender, age, marital status, national origin, religion, physical disability, or unlawful purpose is prohibited.
  5. The nominees receiving the largest number of votes shall be declared elected. In the case of a tie, the Board of Directors, by majority vote, shall declare one of the candidates elected.
  6. The list of new Board of Directors shall be provided to Western Massachusetts Climbers’ Coalition membership after accepting the vote.
  7. The new Coalition Board of Directors will serve their term beginning with the first Board meeting after the elections.

 

Article 10. Committees

Section 1. Committees may be created to perform special functions and shall serve until the purpose for which they were created has been fulfilled. The personnel of the special committees may be volunteers or nominated from the floor.

Section 2.  A committee representative shall report the committee’s progress to attendees at the next scheduled meeting.

Section 3: After serving their term, all former board members may serve as part of the Senior-Advisory Committee to the organization, unless voted upon as otherwise by a majority vote by the current board. This committee will be made public through organization documents and website.

 

Article 11. Meetings/Events of the Members

Section 1. Board of Directors Meetings

  1. The Board shall schedule meetings – and at least once annually – as it deems necessary to achieve its stated purpose and to fulfill the requirements of itsAll meetings shall be open to the membership.
  2. Nominations to the Board shall be taken once annually at a meeting.
  3. Amendments to Bylaws shall be taken at any meeting.
  4. quorum of 5 board members must be present at meetings to cast binding votes

 

Article 12. Inurement & Conflict of Interest

Section 1. No member of the Coalition shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Coalition.

Section 2. No officer, appointed committee member or authorized representative of the Coalition shall receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Coalition, except as reimbursement for actual, reasonable expenses directly associated with a Coalition element or activity, when authorized by the Coalition Officers.

Section 3. All officers, appointed committee members and authorized representatives of the Coalition shall act in an independent manner consistent with their obligations to Coalition and applicable law, regardless of any other affiliations, memberships, or positions.

 

Article 13. Voluntary/Involuntary Dissolution of Coalition

Section 1. Voluntary Dissolution

  1. A majority vote of the Coalition Board of Directors may call for a vote to dissolve.
  2. The Coalition may voluntarily dissolve upon a two-thirds affirmative vote of the Coalition membership.
  3. The vote can be conducted virtually. Voting should be available online, by email, and by mail.
  4. The notice of the vote must be sent by email to all members 30 days prior to the close ofAll alternatives must be presented as part of this notice.
  5. The results of the ballot and the decision made will be made public to the members within 10 days of the close of balloting.
  6. Dissolution shall become effective upon receipt of written notice from the Coalition that the membership has voted to dissolve, together with the tally of votes cast.

Section 2.  Remaining Funds. Any funds remaining upon voluntary or involuntary dissolution, after paying, or adequately providing for, its debts and obligations, the Treasurer shall turn over any remaining funds to the

 

Article 14. Non-Liability Policy for Fixed Anchors and Rock Climbing

The WMCC shall assist landowners, land managers and other pertinent individuals regarding fixed anchor applications and make recommendations concerning fixed anchors based upon aesthetic and natural resource criteria. The WMCC shall make no representations or warranties regarding the safety, reliability, or suitability for use of any fixed anchors or other hardware, currently existing or installed in the future, on any climbing route. Moreover, the WMCC shall make no representations or warranties regarding the degree of hazard or danger involved, or lack thereof, on any rock climbing route.

 

Article 15.  Amendments/Revocation of these Bylaws

Section 1. The Board of Directors shall vote on all proposed amendments to the Bylaws.

Section 2. Successful amendments will be adopted at start of next Coalition meeting. Bylaw amendments shall be posted on the Coalition website for review prior to adoption.

Section 3. These Bylaws may be amended by a two-thirds (2/3) vote of the attendees at a Coalition meeting.

Section 4.  Bylaws will be reviewed for currency every two years.