Section 1: Name
This organization shall be known as Cascades Mountaineers (the "Club"). The registered office shall be located in Deschutes County, Oregon and can be changed by agreement of the Board of Directors.
Section 2: Organization
The Cascades Mountaineers will be incorporated as a Non-Profit Corporation in the State of Oregon.
Section 3: Purpose
The Club shall be organized and operated exclusively for social, charitable, and educational purposes. The Cascades Mountaineers seek to provide an opportunity for comradeship, mountaineering safety education, mountain travel and shared climbing adventures in the Cascades and beyond.
Section 1: Membership
Membership shall be granted to any individual at least 18 years of age who applies for membership status, pays the annual dues, and supports the purposes set forth in the Bylaws. Members will be required to sign an informed consent and liability release upon joining the Club and upon renewal each year thereafter and as required for certain activities.
Section 2: Qualifications
Everyone who has complied with Article 2, Section 1 of these Bylaws shall be deemed qualified, and shall remain so unless the Board of Directors determine by a two-thirds (2/3) vote that the member is not interested in promoting the Club and its purposes. The Board will give the member at least 15 days written notice of the action and reasons for the action. The member shall be given an opportunity to be heard by the Board or it’s designated agent either orally or in writing at least 5 days prior to the Boards suspension or termination. The Board’s decision shall be final.
Section 3: Annual Dues
Annual membership dues are payable upon joining the club or renewing a membership. The membership is valid for 12 months after receipt of the dues by the club.
Section 4: Membership Classes
There shall two types of memberships that are neither transferable nor assignable. The Board, by a majority vote may waive dues for a member.
Section 1: Annual Meeting
The Annual Meeting of the membership of the Cascades Mountaineers shall be at the regularly scheduled December meeting at a time and a place designated by the Board of Directors for the purposes of electing Directors and transacting any other business. A notice thereof shall be sent to each member not less than ten (10) nor more thn fifty (50) days before the date of the Annual Meeting.
Section 2: Monthly Meetings
Meetings may be held once each month and can include both members and the public in activities and dialogue that serve the social, charitable and educational purposes of the Cascades Mountaineers.
Section 3: Special Meetings
Special meetings of the membership may be held by order of the Club's President, by a quorum of the Board of Directors, or by a written petition of at least 25 members.
Section 4: Notification
Notice of all meetings (Annual, Monthly, and Special) of the general membership shall be included in the Club's newsletter and circulated at least ten (10) days prior to the date of the meeting.
Section 5: Quorum and Voting
Members present at an Annual, Monthly or Special meeting constitute a quorum. A majority vote is required to take action on any proposal.
Section 1: Composition and Responsibilities
The Board of Directors (the 'Board') shall be the governing body of the Cascades Mountaineers and shall consist of nine (9) persons elected from among the general membership. The Board shall have the responsibility to establish policies and objectives on behalf of the membership.
Section 2: Meetings
The Board shall meet at least three (3) times a year at a time and place designated by the President. Written notice of the meeting must be delivered in person or by mail no less than five (5) days in advance. A summary of the proceedings will be made available to the membership.
Section 3: Quorum
Five (5) members of the Board shall constitute a quorum for the transaction of business at any Board meeting. A majority vote of the Board at a meeting where a quorum is present shall be considered an act of the Board.
Section 4: Term
The elected members of the board shall serve for a term of two years. Following the Annual meeting the newly elected Director’s term shall begin on the First of January and continue until December 31st of the second year. The directors' terms shall be staggered as follows. In elections held in December of even years 4 directors shall be elected. In elections held in December of odd years 5 directors shall be elected.
Section 5: Removal
Any officer/director may be removed by a two thirds (2/3's) vote of the Board. Reasons for removal include missing 2 consecutive unexcused Board meetings, by written resignation or by conduct deemed detrimental to the club. Notification for excused absences are submitted to the President or other designated officer. The Board Member being removed shall be given the reasons for the action in writing and shall be given 10 days in which to respond to the Board either orally or in writing, at the Boards discretion. The Board's decision is immediate and final.
Section 6: VacancyIn the case of a vacancy for any reason or should a Board Member miss two (2) consecutive meetings without due cause, the Board shall appoint a regular member to fill the vacancy for the unexpired term.
Section 7: Election
Any dues-paying member may nominate themselves or any other dues-paying member for election to the board. Members of the Board shall be elected by the membership at the beginning of each year at either the Annual Meeting or by an election conducted by mail as determined by the Board.
Section 1: Offices
The offices of this organization shall be a President, Vice President, Secretary and Treasurer.
Section 2: Duties
Section 3: Election
The officers shall be elected from the members of the Board at a meeting of the Board held annually after the Annual Membership Meeting.
Section 4: Term
All officers shall hold office for a term of one (1) year and until their respective successors are duly elected and inducted. Officers are limited to three (3) terms in that particular office with the exception of the President who is limited to two (2) terms.
Section 1: Committees
There shall exist standing committees to facilitate the operations of the Club and assist the officers in the performance of their duties. These committees may include but are not limited to the following areas of interest: education, climbing, newsletter, environment, safety, conditioning, etc. Ad hoc committees may also be established to address short-term issues. Each committee shall have a member of the Board as a member of the committee. The committees shall operate and perform duties as directed by the Board. The President shall be an ex-officio member of all committees. The Board of Directors may request a written operating policy from each committee, as the Board deems necessary. The chairperson of a committee shall be able to choose who is a member of the committee, with the approval of the Board.
Section 2: Additions and Appointment
Subject to the approval of the Board the President can create committees and appoint chairpersons so as to serve the best interest of the Club. The President or Board may also remove such committees and chairpersons as necessary.
Section 1: Contracts
The board may authorize any officer or officers, agent or agents of the Cascades Mountaineers to negotiate any contract or execute any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances. Such authority is mandatory before entering into any contract or executing any instrument in the excess of fifty dollars ($50).
Section 2: Checks
All checks, drafts, or orders for payment of money issued in the name of the Club shall be signed by at least one (1) current officer with the exception of the Treasurer.
These Bylaws may be amended or repealed subject to the laws of the State of Oregon by a two thirds (2/3) majority vote of the Board. Any amendment or repeal may be proposed by either the President, by three (3) or more members of the Board, or on written petition signed by 25 members. Proposals must be addressed by the Board within two Board meetings of receipt of the proposal.
In the event of the dissolution of the Club, all assets remaining after payment of all just debts, costs and expenses shall be distributed to a similar organization that has qualified under section 501 of the Internal Revenue Code. None of the assets shall be distributed to any member, officer or board member of this club.