BYLAWS OF THE CAROLINA MOUNTAIN CLUB, INCORPORATED
Approved, November 11, 2005
Amended October 27, 2006, November 1, 2008, and November 1, 2013
ARTICLE I – NAME
The name of this organization will be the Carolina Mountain Club, Incorporated, hereinafter referred to as the Club.
ARTICLE II – OBJECTIVES
1. The Club’s objectives are
- to explore the mountains of Western North Carolina and adjacent regions through its hiking trails and rivers,
- to carry out the maintenance and stewardship responsibilities we have been given by the Appalachian Trail Conservancy and the Friends of the Mountains-to-Sea Trail,
- to develop and maintain other hiking trails in western North Carolina as approved by the Club's Council,
- to encourage the conservation of our natural scenery,
- to foster hiking, trail construction and maintenance, and fellowship, and enjoyment of the out-of-doors in Club members.
2. The Club will have full power and authority to purchase, own, lease, or dispose of all kinds of property, both real and personal, and to perform all acts necessary for the proper fulfillment of these objectives.
ARTICLE III – MEMBERSHIP
1. Any person can join the Club by completing a membership application form or joining online and paying dues.
2. Members will be dropped for non-payment of dues at 90 days past due and reinstated on payment of current dues. A membership may be canceled for cause upon a two-thirds vote of the Council. Thirty days' notice will be given to such member in writing of the cause and the Council meeting at which such motion will be considered.
3. The dues for membership will be as set by the Council with approval of a majority of the Club membership present at any regular or special Club meeting.
4. The classifications of Club membership will be: Individual Member, Family Member, Life Member, Honorary Member. Each Individual Member and each individual within a Family Membership will be entitled to one vote at Club meetings. Each Individual Member and each Family Membership will be entitled to one mailing of all Club notices and publications. A Life Membership may be purchased by payment of twenty-five times the current Individual or Family Membership dues. An Honorary Membership may be granted by the Council to a Club member in recognition of long and extraordinary service to the Club. Life and Honorary Members will enjoy full benefits of membership of the Club without further payment of dues. The terms Silver and Gold Membership apply to specific donations made in addition to dues paid for that year of membership.
ARTICLE IV – OFFICERS AND COUNCIL
1. The Officers of the Club will be President, Vice President, Secretary and Treasurer.
• The President will be the Chief Executive Officer of the Club.
• The Vice President will assist the President in carrying out his/her duties, and will replace the President in case of death or resignation. The Vice President also will be responsible for planning the Club’s Annual Meeting.
• The Secretary will be responsible for keeping and publishing minutes of all Council and Club meetings and for maintaining the Club’s correspondence.
• The Treasurer will be responsible for the Club’s financial affairs.
The President, Vice President, and one other member appointed by the President and not a member of Council, will review the financial accounts and asset statements at least annually, and will report the results at the Annual Meeting of the Club.
2. The Officers will administer the affairs of the Club under the direction of a governing body known as the Council, consisting of the four Officers of the Club with the President serving as Chair, together with Councilors for Conservation, Education, Hiking, Membership, Trail Maintenance, and Communications, and two Councilors-at-Large. The Immediate Past President may serve as Councilor ex officio.
3. All members of Council will be elected for two year terms. The President, Vice President, Councilors for Education, Hiking, and Membership, and one Councilor-at-Large will be elected in odd-numbered years. The Secretary, Treasurer, Councilors for Conservation, Trail Maintenance, and Communication, and one Councilor-at-Large will be elected in even-numbered years.
4. No member of Council shall serve in the same office for more than four consecutive years after the adoption of these by-laws, but nothing shall preclude an individual from serving on Council for more than four consecutive years in different offices. An individual may be reelected to a previously held position after a hiatus of at least two years.
5. Members of Council will take office on January 1 of the year following their election. Six members of Council will constitute a quorum. Efforts will be made to reach decisions by consensus. Lacking consensus, decisions will be taken by majority vote.
6. In the event of the resignation or death of any Officer or Councilor, the President may appoint a successor to serve until the next election. Unless excused by the Council, absence of an Officer or Councilor from three successive meetings will be deemed a resignation.
7. Regular meetings of the Council may be held on four days' notice to its members by the President. However, whenever possible, regular meetings will be scheduled at least a month in advance and their dates communicated to the Club membership. Special meetings may be called by the President or by a quorum of the Council on four days' notice to each member of Council.
8. Any member of the Club may attend Council meetings. The President may invite guests who are not members of the Club to attend Council meetings. Once approved, the minutes of all Council meetings will be available to all members on the Club website or by request to the Secretary.
ARTICLE V – ATC AND FMST REPRESENTATIVES
The President will appoint representatives of the Club for interactions with the Appalachian Trail Conservancy (ATC) and with the Friends of the MST (FMST). These representatives will report, as appropriate, at Council meetings on ATC and FMST activities that may be of interest to the Club. With the assistance of other Club members interested in ATC and FMST activities, these representatives will develop and recommend to the Council Club positions on these activities. These representatives will serve for two year terms and may be reappointed.
ARTICLE VI – COMMITTEES
1. The Club will have the following committees: Awards and Nominations, Budget, Challenge Programs, Communications, Conservation, Education, Hiking, Historian, Membership, and Trail Maintenance. Committees will elect the Chairs of the above listed committees, except the Budget Committee, which will be chaired by the Treasurer. Committee Chairs will serve for two- year terms and may be reelected without term limits. Except as specified in this article, the Council and/or each Chair will decide whether to add additional members to his/her Committee.
2. Membership on Club Committees defined by this article will be open to all interested Club members. Each Committee will decide on its method of operation. Each Committee will keep an inventory of the Club property for which it is responsible.
3. The Awards and Nominations Chair will be responsible for determining which members will receive awards for special or long term service to the Club at the Club’s Annual Meeting. (See Article VII for Nominating Committee duties.)
4. The Treasurer will serve as the Chair of a Budget Committee, composed of Council membership, and is responsible for drawing up a proposed budget for the following calendar year. The Budget Committee will solicit input from other Committees on their financial needs. Once approved by the Council, the proposed budget will be made available to Club members on the Club website and by request to the Treasurer no less than two weeks before the Annual Meeting of the Club at which it is submitted for approval by Club members.
5. The Challenge Programs Chair will be responsible for the on-going operation of the challenge programs sponsored by the Club. The Chair will also be responsible for making awards under these programs at the Club’s Annual Meeting.
6. The Communications Committee will consist of the Editor of e-News, the Editor of Let’s Go, the Webmaster, and other Club members interested in producing and maintaining the Club’s communications with members and the general public. It will be responsible for ensuring that the Club’s communications present consistent and effective messages. The Editor of Let’s Go will work with the Membership Chair to ensure that the mailing list for the newsletter us up-to-date. The Webmaster will recommend training or other activities to enhance use of the Club’s website.
7. The Conservation Committee will inform Club members of issues that may affect the hiking experience in the Club’s hiking area. The Committee will encourage Club members to voice their opinions on important issues identified by the Committee. The Committee will publicly advocate accepted Club positions on key issues which have been approved by the Council.
8. The Education Committee will have a minimum of three members, representing hiking, section maintenance, and trail crew concerns, and any additional Club members who wish to join. It will responsible for developing a program of education activities to meet the Club’s needs and for recommending to the Council and other Committees any actions necessary to fulfill this objective.
9. The Hiking Committee will be composed of the hike schedulers and any additional Club members who wish to join. It will be responsible for developing the Club’s hiking schedule and recommending to the Council and other Committees any actions necessary to provide a full and enjoyable Club hiking program.
10. The Historian will keep records of the activities and accomplishments of the Club and will also act as Club Librarian.
11. The Membership Chair will be responsible for maintaining the Club’s membership records, soliciting new members, promoting their integration into Club activities, and for recommending to the Council and other Committees any actions necessary to enhance participation in Club activities by all members. The Membership Chair will submit a written report providing the status of Club membership at each regular Council meeting.
12. The Trail Maintenance Committee will be composed of AT and MST Supervisors, MST Section Leaders, Trail Crew Leaders, and any additional Club members who wish to join. The Committee will be responsible for ensuring that the Club’s trail maintenance responsibilities are fulfilled and for recommending to the Council and other Committees any actions necessary to carry out the Club’s trail maintenance activities.
13. The President may establish ad hoc committees and task forces as needed to carry out the Club’s business and will appoint their Chairs.
ARTICLE VII – NOMINATING COMMITTEE
1. The immediate Past President will serve as Chair of the Awards and Nominating Committee, and will appoint four additional members who are not currently members of the Council who have broad experience with Club activities. These additional members should reflect, insofar as possible, the composition of the Club. The Committee will be responsible for recommending to the Club membership, at the Club’s Annual meeting a slate composed of one candidate for each office up for election, as provided in Article IV of these by-laws.
2. If the immediate Past President is unable or unwilling to act as Chair of the Nominating Committee, the President, with the the approval of the Council, will appoint a Nominating Committee Chair. Current members of Council will be ineligible for this position.
3. The Nominating Committee will consult with the appropriate committees to determine nominees for the Councilor positions with designated responsibilities. If the Committees do not recommend candidates for these positions, the Nominating Committee will make its own recommendations. The Nominating Committee will devise its own procedures for filling the other positions on the slate. The Nominating Committee will complete work in time to publish the slate on the Club website at least two weeks prior to the Annual Meeting.
3. Any Club member may make a nomination from the floor at the Annual Meeting.
ARTICLE VIII – RULES AND REGULATIONS
As needed, the Council will establish rules and regulations consistent with these by-laws to meet the Club’s objectives.
ARTICLE IX – MEETINGS
The Annual Meeting of the Club will be held in the Fall of each year on a date to be selected by the Council. Special meetings of the Club may be called by the President upon two weeks’ notice to Club members. Special meetings will also be called if requested by the petition of one-fifth of Club members. The locations and times of special meetings will be published on the Club website.
ARTICLE X – AMENDMENT
Any member may propose an amendment to these bylaws. Proposed amendments must be approved by a majority vote of the Council before being submitted for approval by the Club membership. The text of proposed amendments will be published on the Club website at least two weeks before the meeting at which it is submitted for approval. Amendments will be adopted upon approval by two-thirds of the Club members present at a Club meeting.
ARTICLE XI – EFFECTIVE DATE
These by-laws will become effective upon approval by two-thirds of the Club members present at the Club' Annual Meeting.