Article 1. Name and Location of the Organization
Section 1. This non-profit organization shall be called the Monadnock Climbers’ Association.
Section 2. The principal address of the Association shall be 229 Main Street, Mail Stop 1504, Keene NH 03435.
Section 3. The World Wide Web address shall be http://www.monadnockclimbersassoc.org
Article 2. Association Mission
Section 1. The mission of the Monadnock Climbers’ Association is to build cohesive relationships with landowners, conservation groups, advocacy groups, and state and local governments to keep climbing areas open and conserve the climbing environment in southern New Hampshire and surrounding areas.
Article 3. 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 4. Duties of Members
Section 1. All members of the MCA 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 MCA to take part in its activities and meetings as much as is possible.
Section 3. Members of the MCA should refuse to participate in illegal activities concerning climbing.
Section 4. Members of the MCA have a duty to represent climbing to the public in a positive manner.
Article 5. 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 6. 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 (5) additional board members.
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:
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 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;
5. Delegate such of these duties as is reasonable; and
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.
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.
1. 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;
2. Approve all bills of the MCA;
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 MCA.
Article 7. 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 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
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 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.
Article 11. Meetings/Events of the Members
Section 1. Board of Directors Meetings
A. 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.
B. Nominations to the Board shall be taken once annually at a meeting.
C. Amendments to Bylaws shall be taken at any meeting.
Article 12. Inurement & Conflict of Interest
Section 1. No member of the Association shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Association.
Section 2. No officer, appointed committee member or authorized representative of the Association shall receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Association, except as reimbursement for actual, reasonable expenses directly associated with a Association element or activity, when authorized by the Association Officers.
Section 3. All officers, appointed committee members and authorized representatives of the Association shall act in an independent manner consistent with their obligations to Association and applicable law, regardless of any other affiliations, memberships, or positions.
Article 13. Voluntary/Involuntary Dissolution of Association
Section 1. Voluntary Dissolution
A. A majority vote of the Association Board of Directors may call for a vote to dissolve.
B. The Association may voluntarily dissolve upon a two-thirds affirmative vote of the Association membership.
C. The vote can be conducted virtually. Voting should be available online, by email, and by mail.
D. The notice of the vote must be sent by email to all members 30 days prior to the close of voting. All alternatives must be presented as part of this notice.
E. The results of the ballot and the decision made will be made public to the members within 10 days of the close of balloting.
F. Dissolution shall become effective upon receipt of written notice from the Association 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, will be distributed equally to the membership or to an affiliate organization decided by membership vote.
Article 14. 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 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 Association meeting. Bylaw amendments shall be posted on the Association website for review prior to adoption.
Section 3. These Bylaws may be amended by a two-thirds (2/3) vote of the attendees at an Association meeting.
Section 4. Bylaws will be reviewed for currency every two years.