Bylaws

Revised July, 2022

Western Massachusetts Climbers’ Coalition Bylaws

Article 1. Name and Location of the Organization; Books and Records

Section 1. Name. This non-profit organization shall be called the Western Massachusetts Climbers’ Coalition (“Coalition”).

Section 2. Location. The principal address of the Coalition shall be 25 Parkview Drive, South Hadley, MA 01075. The World Wide Web address shall be www.climbgneiss.org.

Section 3. Books and Records. Any records maintained by the Coalition in the regular course of its operations, including its books of account, constitutive documents and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Article 2. Coalition Mission; Charitable Status; Affiliations

Section 1. Mission. The mission of the Western Massachusetts Climbers’ Coalition is to build inclusive relationships with diverse advocacy groups, state and local governments, community groups, landowners, and conservation groups to keep climbing areas open and accessible to climbers from all backgrounds and conserve the climbing environment in Western Massachusetts.

Section 2. Charitable Status. The Coalition is organized and operated exclusively for charitable purposes in accordance with Section 501(c)(3) of the Internal Revenue Code. The fiscal year shall end on December 31 of each year unless otherwise determined by the Board of Directors (“Board”).

Section 3. Affiliations. The Board may enter into joint ventures, affiliated membership programs and other formal or informal associations with national, state and local climbing advocacy and recreational access charities, donors or private entities as it deems appropriate and consistent with the Coalition’s mission.

Article 3. Membership

Section 1. Membership. Coalition membership is open to all persons interested in the Corporation’s mission. The Board may establish such other criteria for Coalition membership such as a schedule of dues as it deems appropriate.

Section 2. Voting. Only Coalition members in good standing (“Members”) may vote at Coalition meetings or online Coalition votes.

Section 3. Class. The Coalition shall have one (1) class of Members.

Article 4. Duties of Members

Section 1. Member Duties. Members shall have the following duties:

• Members shall pay such initial or ongoing dues as determined by the Board;
• All Members shall have a thorough knowledge of the bylaws and agree to abide by them and any decision or actions made by the membership or the Board;
• It shall be the duty of each Member to take part in Coalition activities and meetings as much as is reasonably possible;
• Members shall not participate in illegal activities concerning climbing;
• Members shall represent climbing to the public in a positive manner.

Section 2. Removal. Any Member that does not act consistently with the mission of the Coalition may be removed by the Board in its sole discretion.

Article 5. Fees and Dues

Section 1. Modification. The Board may approve to add or change Coalition initial or periodic annual membership dues. Any change will be communicated and explained to all Members.

Section 2. Direct Payment. Any Coalition dues, event fees, donations in cash or kind, or other will be paid to the Coalition directly, subject to any affiliate arrangement with third parties (such as the Access Fund) approved by the Board.

Article 6. Board of Directors

Section 1. Power and Authority. All corporate power shall be exercised by or under the authority of, and the business and affairs of the Coalition shall be managed under the direction of the Board, except such powers expressly conferred upon or reserved to the Members and subject to any limitations set forth by law, by the Articles of Organization or by these Bylaws.

Section 2. Residence. Directors need not be residents of the Commonwealth of Massachusetts.

Section 3. Number. The Board shall have no fewer than five (5) and no more than ten (10) members who are elected by the membership and one (1) member appointed by the board, provided that the number may be increased or decreased from time to time by an amendment to these Bylaws.

Section 4. Term; Voting; No Compensation. All Directors shall serve a term of two (2) years. All Directors shall be Members in good standing and shall have one vote. Directors shall not receive any stated salary or compensation for their services.

Section 5. Quorum and Action of the Board. A majority of the number of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board, unless the vote of a greater number is required by law, the Articles of Organization, or these Bylaws.

Section 6. Action by the Board Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all members of the Board consent to such action in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of the proceedings of the Board.

Section 7. Election of Directors. The Members shall elect Directors each year at the Annual Coalition meeting from the slate of candidates proposed by the Board to fill the seats of Directors whose terms are then expiring, in accordance with the procedures set out in Article 9. Directors shall hold office until the Director’s successor has been selected and qualified, or the Director’s earlier death, resignation, or removal. Any Member in good standing may in writing propose a
candidate to the Board to be included on the slate of nominees; however, it will be in the sole discretion of the Board to finally determine the slate of nominee candidates to be voted on by the Members at the Annual Coalition meeting.

Section 8. Resignation and Vacancy. A Director may resign at any time by giving notice in the form of an executed resignation to the Board. A resignation is effective when the notice is delivered unless the notice specifies a future date. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board, or due to the death, resignation, disqualification or removal of a Director or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board.

Article 7. Officers

Section 1. Permitted Officers. The Coalition shall have the following officers, which shall be appointed by the Board: President, Vice-President, Treasurer and Secretary (formerly referred to as “Clerk”). All Officers shall be Members in good standing and the President, Vice-President and Treasurer shall also be Directors. The Secretary may, but need not, be a Director. The Board may appoint Co-Presidents, Co-Vice-Presidents or other shared officer positions with such duties and responsibilities as the Board may determine.

Section 2. Term. All Officers shall serve a term of two (2) years, and shall not serve consecutive terms unless the Board (with the affected Officer abstaining) determines that serving consecutive terms would be in the best interests of the Coalition.

Section 3. President. The President shall be the chief executive officer of the Coalition and shall have general charge and supervision of the affairs of the Coalition. The President shall preside at all meetings of the Board and call special meetings and perform such other duties as customarily pertain to the office of President, including delegating certain responsibilities to the Vice President. The President shall have such other duties and powers as the Board may determine. A President must be an active Director for at least one year in order to be eligible for the President position. Except as the Board may specifically otherwise determine, all deeds, leases, contracts, bonds, notes, checks, drafts and other instruments or obligations authorized to be made, accepted or endorsed by an officer of the Coalition on its behalf shall be signed by the President or Treasurer.

Section 4. Vice President. The Vice President shall have such duties and powers as the Board or the President shall determine. In the absence or disability of the President, the Vice-President shall perform the duties, and exercise the powers, of the President.

Section 5. Treasurer. The Treasurer shall be the chief financial officer of the Coalition. The Treasurer shall, subject to the control of the Board, be in charge of the financial affairs of the Coalition and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as the Board shall determine. In particular, and without limitation, the Treasurer receives all money due and payable to the Coalition, approves all bills of the Coalition,
presents periodic financial reports to the Board and submits the appropriate non-profit annual return to the IRS in a timely manner and the Massachusetts Registration for Charitable Solicitations annual renewal if required.

Section 6. Secretary (formerly “Clerk”). The Secretary shall attend all meetings of the Board and shall record all votes and the minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings of the Board and Members and shall perform all other duties as the Board or President shall assign. The Secretary shall be the custodian of the records of the Coalition in a book or books, or an information storage device or record kept for that purpose,
subject to Article 1, Section 3 hereof.

Article 8. Officer Removal/Vacancies/Resignations

Section 1. Removals; Vacancies. An Officer may be removed from office for good cause by the affirmative vote of the majority of the Board at any regular or special meeting. Vacancies in offices, however occasioned, shall be filled for the unexpired term by the Board, at a properly noticed meeting.

Section 2. Resignations. Any officer may resign at any time by delivering written notice to the Coalition. Resignation is effective when the notice is delivered unless the notice provides a later effective date.

Article 9. Board of Directors Nominations and Elections

Section 1. Nominations

1. Before the Annual Meeting of an election year, the Board shall constitute a nominating committee to determine the slate of Director candidates to be voted on by the membership at such Annual Meeting.
2. Members may submit in writing potential candidates to be considered by the nomination committee for inclusion on the list of nominees. The nominating committee shall nominate two or more candidates for each director position to be filled and shall secure the consent of each candidate to serve if elected. The Board will review and approve the list of nominees prior to the planned date of election and provide the final slate of nominees to the membership prior to the Annual Meeting of an election year.

Section 2. Election Procedures

1. Election of Directors to the Board shall be by plurality vote of current Members in good standing attending the Annual Meeting. In the case of member remote online voting, election of Directors to the Board shall be by plurality vote of the number of qualified votes cast.
2. The Board approved slate of nominees shall be distributed to the membership thirty (30) days prior to election due date by email and shall include instructions for voting.
3. Coalition policy is to prohibit discrimination in election and nomination procedures on the basis of being in any worker protected class under Massachusetts law (e.g., race, color, religious creed, national origin, sex, gender identity, sexual orientation, which shall not include persons whose sexual orientation involves minor children as the sex object, genetic information, pregnancy or a condition related to said pregnancy including, but not limited to, lactation or the need to express breast milk for a nursing child, ancestry, status as a veteran or whistleblower status — Mass General Laws c.151B Sec 4).
4. The nominees receiving the largest number of votes shall be declared elected. In the case of a tie, the Board, by majority vote, shall declare one of the candidates elected.
5. The list of the new Board hall be provided to the membership
6. The new Board will serve their term beginning with the first Board meeting after the elections.

Section 3. Appointed Board Member Selection. One (1) Appointed Board Member shall be appointed to the Board by a two-thirds (2/3) vote of the Board at a duly convened meeting of the Board. All policies and procedures that apply to board members elected by the membership will apply to Appointed Board Members.

Article 10. Committees of the Board.

Section 1. Establishment. The Board may designate one or more Directors to constitute one or more committees, to exercise the authority of the Board to perform special functions to the extent provided in the resolution of the Board constituting the committee. The personnel of committees may be volunteers or nominated by Members and appointed by the Board. The designation of a
committee of the Board and the delegation thereto of authority shall not operate to relieve the Board of any responsibility imposed by law.

Section 2. Chair and Vice-Chair. Each Committee shall contain a Committee Chair and Vice-Chair. One member of each Committee must be a Director, which may be, but does not have to be, the Committee Chair or Vice-Chair. The responsibilities of the Committee Chair and Vice-Chair will be set out in the authorizing Board resolution.

Article 11. Members Meetings

Section 1. Member Annual Meetings.

1. The Board shall schedule at least one annual Member meeting (“Annual Meeting”) open to all Members in good standing, and additional special Member meetings as it deems necessary.
2. At the Annual Meeting, if any Director positions are due to become vacant for any reason, the Board will present a slate of Director nominees for vote by the Members pursuant to the procedures set out in Article 9.
3. Amendments to Bylaws shall be taken at any meeting.
4. A quorum of a majority of the Board members must be present at meetings for a binding vote to proceed.

Section 2. Notice of Member Meetings. Reasonable notice (not less than 30 days’ notice) of the time and place of the Annual Meeting shall be given to each Member.

Section 3. Board Meetings. The Board shall meet at least annually. Other regular meetings may be held at such times and places within or outside the Commonwealth of Massachusetts as the Board may determine. The President or any three (3) Directors may call additional special meetings on reasonable notice (not less than two (2) days’ notice) to Directors.

Section 4. Remote Meetings and Online Voting Permitted. Any Board or Member meeting may be by any means of communication by which all participants may simultaneously hear each other during the meeting. This includes video teleconference, conference call, Google Meet, Zoom and similar methods. A Director or Member participating in a meeting by this means is considered to be present in person at the meeting. Member meetings at which voting is required may be held by the use of remote online voting process over a period of time, and not at a physical or online meeting provided there are reasonable safeguards in place regarding voting security and multiple voting.

Article 12. Inurement & Conflict of Interest

Section 1. Inurement. No Member of the Coalition or Director or Officer shall receive any pecuniary gain, benefit or profit, incidental or otherwise, or any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Coalition; provided that Directors, Officers, appointed committee members and authorized representatives of the Coalition may receive reimbursement for actual, reasonable expenses directly associated with a Coalition event or activity, when appropriately authorized in writing.

Section 2. Conflict of Interest. The Board will resolve all questions of conflict of interest or perceived conflict of interest involving the Coalition (with the affected Director(s), if any, abstaining). No Director may serve if their spouse is then serving as a Director (“spouse” for these purposes means the person a proposed Director is legally married to under state law and the individual with whom the proposed Director has entered into a registered domestic partnership,
civil union, or other similar formal relationship recognized under the applicable state law).

Article 13. Voluntary/Involuntary Dissolution

Section 1. Voluntary Dissolution. A unanimous vote of the Board may vote to dissolve the Coalition.

Section 2. Involuntary Dissolution. Pursuant to the law of the Commonwealth of Massachusetts, the attorney general may petition the Commonwealth of Massachusetts supreme judicial court to dissolve a non-profit entity that has become inactive.

Section 3. Remaining Funds. Any funds or assets 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 any affiliated entity or entities with which the Coalition has a contractual agreement to do so; and if none, the Commonwealth of Massachusetts supreme judicial court with a request to authorize the administration of the remaining funds and assets for similar public charitable purposes as the court may determine.

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 custom and practice in the climbing community is for individual climber members of the community to install and maintain fixed anchors and other hardware. The WMCC itself does not install or maintain any fixed anchors or other hardware and 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 or otherwise. 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 or access trail.

Article 15. No Personal Liability; Indemnification

Section 1. No Liability. The Members, Directors and Officers of the Coalition shall not be personally liable for any debt, liability or obligation of the Coalition.

Section 2. Indemnification. The Coalition, to the fullest extent permitted by law, indemnifies each person who may serve or who has served at any time as a director or officer of the Coalition against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which such person may become involved by reason of serving or having served in such capacity.

Article 16. Amendments

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

Section 2. Member Approval. Amendments to the Bylaws approved by the Board will be voted on for adoption by the Members at the start of the next succeeding Members meeting. Bylaw amendments shall be posted on the Coalition website for review for a reasonable period prior to adoption.

Section 3. Supermajority Vote Requirement. Amendments to the Bylaws may only be approved by a two-thirds (2/3) affirmative vote of the Member attendees at a Coalition meeting at which a quorum of a majority of the Board is present. In the case of member remote online voting and not physical attendance at a physical or online meeting, approval of amendments to the Bylaws shall be by two-thirds (2/3) affirmative vote of the number of qualified votes cast.