Bylaws

Monadnock Climbers Association

Bylaws

Article I. Name and Location of the Organization

Section 1. This non-profit organization shall be called the “Monadnock Climbers’ Association.” It is and shall remain a voluntary corporation duly organized and existing under the laws of the State of New Hampshire (the “Association”).

Section 2. The principal address of the Association shall be 250 Summit Rd, Keene, NH 03431, or such other place as the Board may designate.

Section 3. The World Wide Web address shall be http://www.monadnockclimbersassoc.org

Article II. Purposes

Section 1. Association Mission

The mission of the Monadnock Climbers’ Association is to build cohesive relationships among the climbing community, landowners, conservation groups, advocacy groups, other organizations, and state and local governments to keep climbing areas open and conserve the climbing environment in southern New Hampshire and surrounding areas.

Section 2. Charitable and Educational Purposes

Said Association is organized exclusively for charitable purposes, to be exempt from federal taxation under §501(c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code. 

In furtherance of the purposes set forth in the preceding paragraph, this Association shall have and exercise all the powers conferred by the laws of New Hampshire upon corporations formed under the voluntary corporation law of New Hampshire; to do any or all things hereinbefore set forth to the extent as natural persons might or could do; to do any and all other acts, matters and things necessary or incidental or convenient to these purposes which are not contrary to the laws of the State of New Hampshire including, without limitation, taking title to, owning, transferring and encumbering real property, as necessary; provided, however, that all of the activities and actions set forth above shall be carried out strictly in furtherance of those charitable and educational purposes set forth in this Section 2.

Section 3. Tax Exempt Status

Notwithstanding anything to the contrary in these Bylaws, all of the activities and actions of the Association shall be limited and restricted by the following provisions:

a.       No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, its Directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

b.      No substantial part of the activities of the Association shall be the carrying on of propaganda and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

c.       Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under §501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under §170(c) (2) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.

d.      In extending its services to persons using the facilities of the Association and in all of its other activities, the Association shall not engage in any activity in violation of the Civil Rights Act, including, but not limited to, any act of discrimination based age, sex, gender identity, sexual orientation, race, creed, color, familial status, marital status, physical or mental disability or national origin.

Article III. Membership

Section 1. Association membership is open to climbers and non-climbers who are interested in supporting the purposes and goals of the organization.

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

Article IV. Fees and Dues

Section 1. The Board of Directors will communicate to the membership the need for any changes to the Association annual membership dues. Any changes will then be approved by a majority membership vote.

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

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

Article V. Board of Directors

Section 1. Officers

a.       The Association shall have at minimum the following elected officers: 1) President, 2) Vice President, 3) Treasurer, 4) Secretary, and at least one (1) but no more than six (6) additional board members and not be of the same immediate family and not related by blood or marriage.

b.      All elected officers shall be Association members.

c.       All officers shall serve a term of 2 years. President and Secretary terms alternate by 1 year from Vice President and Treasurer.

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

                                i.            Be the chief officer of the Board;

                              ii.            Preside at all meetings of the Board and call special and emergency meetings;

                            iii.            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;

                            iv.            Sign, execute, and acknowledge, in the Association’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;

                              v.            Delegate such of these duties as is reasonable; and

                            vi.            Perform such other duties as may be required from time to time by the Board or these Bylaws.

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

b.  Vice President

                                i.            Have such powers and perform such duties as may be assigned by the Board or the President.

                              ii.            In the absence or disability of the President, the Vice President shall perform the duties, and exercise the powers, of the President.

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

c.   Secretary

                                i.            Give, or cause to be given, notice of all meetings;

                              ii.            Take, or arrange for the recording of, minutes of each meeting;

                            iii.            Record, or cause to be recorded, all votes of the Board;

                            iv.            Keep, or cause to be kept, all books, papers, writing, and other records of the Board;

                              v.            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

                                i.            Receive all money due and payable to the MCA and shall give a receipt and deposit all such money in the name of the MCA in such banks or other depositories as the board shall elect;

                              ii.            Approve all bills of the MCA;

                            iii.            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;

                            iv.            Present, or cause to be presented, financial reports to the Board in such manner as the Board may determine; and

                              v.            Submit in a timely manner to the IRS all forms required of a non-profit organization such as the MCA.

Article VI. Meetings

Section 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 its Bylaws. All meetings shall be open to the membership.

Section 2. Nominations to the Board shall be taken once annually at a meeting.

Section 3. Annual Meetings. 

The Association shall hold its annual meeting on the second Tuesday of April each year.  Notice shall be required for the annual meetings.  Notice of the annual meetings shall be in writing and shall be mailed, faxed or e-mailed to the Board members at least seven (7) days before the annual meeting.

Section 4. Bi-Monthly Meetings.

The Board shall also meet bi-monthly or more or less frequently as the Board members shall deem appropriate.  If the Board members vote to hold regular monthly or bi-monthly meetings, no notice of such regular meetings shall be required.

Section 5. Special Meetings.

Special meetings of the Association may be called by the President at any time and shall be called by the Secretary upon written request of three (3) or more of the Board members.  Notice shall be required for all special meetings.  Notice for special meetings shall be in writing and shall be mailed, faxed, or e-mailed to the Board members at least two (2) days before such special meetings.

Section 6. Quorum

A majority of the Board members elected and serving shall constitute a quorum of the Board for any meeting, provided however that if one-third of the Board members are present, they may, by unanimous vote, declare themselves to be a quorum for the transaction of the business of the Association. A quorum must also include at least one (1) officer of the Association.

Section 7. Telephone or Video Meetings

Any one or more Directors or Officers may participate in a meeting of the Board of Directors or the Association by telephone, video or other electronic means, by which all persons participating in the meeting can communicate with each other.  Participation by telephone, video or other electronic means shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present.  Meetings shall not be conducted via email or text message.

Article VII. Duties of the Board

Section 1. The board shall transact routine 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 MCA.

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

Article VIII. 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 IX. Board of Directors Nominations and Elections

Section 1. Nominations

a.       Before the Annual Meeting of an election year, the board shall meet as nominating committee.

b.      The members of the board shall nominate one or more candidates for each office to be filled and shall secure the consent of each candidate to serve if elected.

c.       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.

d.      The Association Board of Directors will review and approve the list of nominees prior to the planned date of election.

Section 2. Election Procedures

a.       Election of the Board of Directors shall be by current members of the Association.

b.      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.

c.       All Association members in good standing have a right to vote in the election.

d.      Discrimination in election and nomination procedures on the basis of race, creed, gender, age, marital status, national origin, religion, physical disability, sexual orientation, or unlawful purpose is prohibited.

e.       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.

f.        The list of new Board of Directors shall be provided to Monadnock Climbers’ Association membership after accepting the vote.

g.      The new Association Board of Directors will serve their term beginning with the first Board meeting after the elections.

Article X. 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.

Article XI. Conflict of Interest

The Board members are bound by the requirements of N.H. RSA 7:19, II, and RSA 7:19-a and the provisions of the Internal Revenue Code and regulations (pertaining to pecuniary benefit transactions).  The Board shall adopt a Conflict of Interest Policy, which the Board shall review, amend as necessary and all officers and board members shall sign annually.  Board members and officers shall also disclose any affiliation which might pose conflicting interests.

Article XII. Dissolution of Association

The Association may be dissolved upon the affirmative vote of two-thirds of the members of the Board of Directors of the Association then in office taken at a meeting of the Board of Directors called for that purpose, or upon written consent of all members of the Board of Directors entitled to vote thereon. No Director, Officer or employee or person connected with the Association shall be entitled to share in the distribution of any of the Association assets upon its dissolution.

The provisions for disposition of the corporate assets in the event of dissolution of the Association are:

Upon the dissolution of the Association, the assets of the Association remaining after the payment of all its liabilities shall be distributed for one or more exempt purpose within the meaning of §501(c) (3) of the Internal Revenue Code of 1986, or any corresponding section of any future federal tax code, and shall be distributed equally to the following local §501(c) (3) climbing organizations: Western Mass Climbers Coalition, Rumney Climbers Association, and CRAG VT. If one or more of these organizations no longer exists at the time of dissolution, the assets of the Association will be divided among the remaining organizations.  Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction in Cheshire County, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated for such purposes.

Article XIII. Non-Liability Policy for Fixed Anchors and Personal Injury

The MCA may 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 and generally accepted climbing best practices. The MCA 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 MCA shall make no representations or warranties regarding the degree of hazard or danger involved, or lack thereof, on any climbing route.

Article XIV. Amendments/Revocation of these Bylaws

Section 1. These bylaws may be amended by a majority vote at any meeting of the Board. A notice of any amendment proposed for adoption shall be circulated to all Board members at least seven (7) days in advance of a meeting called to act thereon. All meetings to amend bylaws must be properly noticed.

Section 2. Successful amendments to the bylaws will become effective immediately.

Section 3. Bylaws will be reviewed for currency every two years from the date of last adoption of amendments.

These bylaws were updated by a majority vote of the Board on May 17, 2026

Secretary                                                                 President

Date:________________________________