CMC OM - Bylaws 2016
Carolina Mountain Club Operations Manual
E. CMC Bylaws (2016) 1 of 8
BYLAWS OF THE CAROLINA MOUNTAIN CLUB, INCORPORATED
Approved, November 11, 2005
Amended October 27, 2006, November 1, 2008,
November 1, 2013, October 30, 2015, and November 5, 2016
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, 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 at least eighteen years old 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.
3. A membership may be canceled for cause by a two-thirds vote of the Council. Thirty days' notice of the cause, and of the Council meeting at which the motion to cancel a membership will be considered, will be given in writing to the member it affects.
4. The dues for members will be as set by the Council with the approval of a simple majority of the Club membership present and voting at any regular or special Club meeting.
5. The classifications of Club membership will be: Individual Member, Family Member, Life Member, and Honorary Life Member. A Life Membership may be purchased by payment of twenty-five times the current individual or family membership dues. An Honorary Life Membership may be granted by the Council to a Club member in recognition of long and extraordinary service to the Club. Life and Honorary Life 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.
6. Each Individual, Life, and Honorary Life member, and each adult individual within a Family Membership, will be entitled to one vote at Club meetings. Each Individual, Life, and Honorary Life member, and each Family membership will be entitled to one mailing of all Club notices and publications.
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.
2. The Officers will administer the affairs of the Club under the direction of a governing board known as the Council, consisting of the four Officers of the Club; the Councilors for Communications, Conservation, Education and Community Outreach, Hiking, Membership, Technology, and Trail Maintenance; and two Councilors-at-Large. The President will serve as Chair of the Council. The Immediate Past President may serve as a voting member of Council.
3. All members of Council will be elected for two-year terms by a simple majority of the Club members present and voting at its Annual Meeting. The President, Vice President, and the Councilors for Education and Community Outreach, Hiking, Membership, and Technology, and one Councilor-at-Large will be elected in odd-numbered years. The Secretary, Treasurer, and the Councilors for Communications, Conservation, and Trail Maintenance, and one Councilor-at-Large will be elected in even-numbered years. The Nominating Committee (See Article VI.1) will propose a slate of candidates for the open positions, including vacancies created by the resignation or death of a Council member. Any Club member can make a nomination from the floor at the Annual Meeting.
4. No member of Council shall serve in the same office for more than four consecutive years, 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. Eight 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 consecutive meetings will be deemed a resignation.
7. The Council will meet to transact Club business a minimum of four times per calendar year. Regular meetings of the Council may be held on four days' notice to its members from 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.
9. Once approved by the Council, the minutes of all Council meetings will be available to members on the Club website or by request to the Secretary.
ARTICLE V – COMMITTEES WITH COUNCIL REPESENTATION
1. The following Club committees will be represented on the Council: Communications, Conservation, Education and Community Outreach, Hiking, Membership, Technology, and Trail Maintenance.
2. Councilors elected to represent Committees will, in most cases, also serve as Chairs of their Committees. However, a Committee may choose to elect another of its members to be its Chair. Committee Chairs can serve without term limit.
3. 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 and will keep an inventory of the Club property for which it is responsible.
4. The Communications Committee will include the Editor of e-News, the Editor of Let’s Go, 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, including its website and Facebook page, present consistent and effective messages. The Editors of eNews and Let’s Go will work with the Membership Chair to ensure that the mailing lists for these newsletters are up-to-date.
Carolina Mountain Club Operations Manual
5. 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 conservation issues identified by the Committee. Once the Council has approved the Club’s position on key issues, the Committee will publicly advocate these positions.
6. The Education and Community Outreach Committee will be responsible for developing and offering training that is relevant to hiking, enjoying the outdoors, and trail maintenance, and for providing training requested by the membership. The committee will be responsible for nurturing already established community partnerships and for developing new partnerships to share hiking and outdoor experiences. These community groups may include, but are not limited to, family and youth organizations.
7. The Hiking Committee will include the hike schedulers. 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.
8. The Membership Committee 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 Councilor for Membership will submit a written report providing the status of Club membership each regular Council meeting.
9. The Technology Committee will be responsible for ensuring that the Club has the technology-based resources it needs to carry out its activities, and that they functioning properly. These include, but are not limited to, databases (hikes, membership, and trail maintenance) and the club’s website. The Committee will work with volunteer and paid support to carry out its function and will recommend to Council any new technology or support services needed to better carry out the Club’s mission.
10. The Trail Maintenance Committee will include AT and MST Supervisors, MST Section Leaders, Trails Facilities Coordinator, and Trail Crew Leaders. The Committee will be responsible for ensuring that the Club’s trail building and 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. The Committee Chair, or his/her designee, will represent the Club in interactions about trail construction and maintenance with: ATC, FMST, the US Forest Service and its local districts, the Blue Ridge Parkway, North Carolina state agencies, and managers of any other land over which the Club’s trails pass. This responsibility will include making the Club’s best efforts to ensure that trail maintenance and construction agreements with these agencies exist and are up-to-date. The Committee Chair will consult with the President about Club representation for Blue Ridge Parkway activities not directly related to trail maintenance and construction.
ARTICLE VI – OTHER COMMITTEES AND ROLES
1. a. The Nominating Committee will be responsible for recommending to the Club membership, at the Club’s Annual meeting, a slate composed of one candidate for each Council position up for election, as provided in Article IV of these bylaws. The immediate Past President will serve as Chair of the Nominating Committee and will appoint at least two additional members who are not currently members of the Council and who have broad experience with Club activities. Other members, including up to two sitting Council members not up for re-election may be added to the Committee. Committee members should reflect, insofar as possible, the composition of the Club.
b. If the immediate Past President is unable or unwilling to act as Chair of the Nominating Committee, the President, with the approval of the Council, will appoint a Nominating Committee Chair. Current members of Council will be ineligible for this position.
c. The Nominating Committee will consult with the appropriate committees to identify and recommend nominees for the Councilors who will represent them. If a Committee does not recommend a candidate for its Council representative, or if the individual recommended by the Committee is deemed unsuitable for Council membership, the Nominating Committee will make its own recommendation. 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.
2. a. The Awards Committee will be responsible for determining whether any Club members qualify to receive the Club’s awards. The immediate Past President will serve as Chair of the Awards Committee and will appoint at least two additional members who are not currently members of the Council and who have broad experience with Club activities. Other members, including up to two sitting Council members not up for re-election may be added to the Committee. Committee members should reflect, insofar as possible, the composition of the Club. Members of the Nominating Committee may also serve on the Awards Committee
b. If the immediate Past President is unable or unwilling to act as Chair of the Awards Committee, the President, with the approval of the Council, will appoint an Awards Committee Chair. Current members of Council will be ineligible for this position.
c. The Distinguished Service Award will be made to a member who, during his/her membership, has made consistent and cumulatively extraordinary contributions to the
Carolina Mountain Club Operations Manual operation of the Club and to the achievement of its goals. The Award of Appreciation will be made to any member who, during the year prior to the Annual Meeting, has rendered such exceptional service to the operation of the Carolina Mountain Club that its goals were significantly advanced.
d. The Committee will solicit nominations for the Club’s two awards from the Club’s membership. It may also make its own nominations. If no nominations are forthcoming, or if the Committee decides that the nominees have not met the standards for the awards, it can recommend that one or both awards not be made that year.
3. The Challenge Program Committee will be responsible for the on-going operation of the challenge programs sponsored by the Club, and as appropriate, recommending new challenges. The President will appoint the Challenge Program Chair for a two-year term. The Chair may be reappointed without term limit. The Chair will be responsible for recruiting additional members for the Committee and for making Challenge Program awards at the Club’s annual meeting.
4. The President will appoint a representative and an alternate to the Appalachian Trail Conservancy (ATC)’s Regional Partnership Committee (RPC). These individuals will be responsible for:
- representing the Club at RPC Meetings and reporting to Council on the results of these meetings,
- keeping the Club informed on the draft policies or other issues ATC is considering or addressing.
- for promoting Club involvement in other ATC activities, such as training sessions.
When an RPC vote is anticipated on a draft policy or other issue, and time permits, the Club’s representatives shall poll the Council for their input on the position the Club should take. RPC representatives and alternates will serve for two-year terms and may be reappointed without term limit. Nothing in this paragraph shall preclude other interested Club members from becoming involved in ATC activities or from attending RPC meetings.
5. The President will appoint a Club member to act as liaison with the Friends of the Mountains-to-Sea Trail (FMST). This representative will report, as appropriate, at Council meetings on FMST activities that may be of interest to the Club. Nothing in this paragraph shall preclude other interested Club members from becoming involved in FMST activities.
6. The Historian will be responsible for maintaining and enhancing the Club’s archives, currently housed at the University of North Carolina – Asheville Library. The Historian may recruit additional club members to assist in this task. The Historian
Carolina Mountain Club Operations Manual will be appointed by the President and serve for a two-year term, and may be reappointed without term limit.
ARTICLE VII – BUDGET AND FINANCIAL MANAGEMENT
1. The Treasurer, in conjunction with the Committee Chairs, will develop a proposed budget for the Club’s activities for the forthcoming calendar year. Once approved by the Council, the proposed budget will be made available to Club members on the Club website, or by request to the Treasurer, no later than two weeks before the Club’s Annual Meeting. At the Annual Meeting, it will be submitted to the membership for approval by at least a two-thirds majority of the members present and voting. If the proposed budget is not approved, the club will operate on the previous year’s budget until a new budget is approved by the membership.
2. The Treasurer will provide a monthly report to Council members on the Club’s financial performance against the approved budget. This information will be available to Club members on request.
3. 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.
ARTICLE VIII – RULES AND REGULATIONS
As needed, the Council will establish rules and regulations consistent with these bylaws 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.
Carolina Mountain Club Operations Manual
ARTICLE XI – EFFECTIVE DATE
These bylaws, and any amendments to them, will become effective upon approval by two-thirds of the Club members present and voting at the Club's Annual Meeting