- Meetings and Voting
- Not for Profit Provisions
Article 1: Name
The Organization shall be called THE ADIRONDACK FORTY-SIXERS, INC.
Article 2: Purpose
The Purpose of the Organization shall be to protect and foster the natural resources within the Forest Preserve located in the Adirondack Park of the State of New York and to preserve the wilderness character of the region.
In furtherance of such purpose, the Organization will seek to recognize those climbing the forty-six Adirondack major peaks; to foster appreciation of the Adirondack wilderness and the climbing experience; to educate its members and the public to become users who are safe, well-informed, and prepared; to encourage enjoyment of the Forest Preserve in a manner consistent with preservation of the wilderness; to protect the wilderness through its programs in trail maintenance, education, and conservation, and to support projects of other organizations and communities which further the goals of the Organization.
Article 3: Membership
Section 1: Eligibility
Eligibility for membership shall be limited to those who have climbed and descended the summits of the forty-six Adirondack Peaks (hereinafter called the major peaks) which have an altitude above sea level, of 4,000 feet or over, according to the USGS survey of the region concluded in 1897. The list of the “forty-six peaks” given in Russell M. L. Carson’s “Peaks and People of the Adirondacks” is adopted as official for the purpose of membership in the Organization. The Executive Committee may designate as eligible for membership such other persons who have in its opinion demonstrated a comparable commitment to the purposes of the Organization.
Those who are climbing the forty six peaks are invited to correspond with the Organization. Those who have completed the major peaks must file a questionnaire and mountain list with the Office of the Historian to become a “Recorded Adirondack Forty-Sixer” and be assigned a climbing number.
Section 2: Members
Except as set forth in paragraph B of this article, only persons eligible for membership who pay current dues shall be considered “Members.” “Members” are entitled to vote at meetings or by proxy, and they shall receive all publications and general Organizational mailings.
B. Senior Active/Past Service Members
Those persons who have continually held membership since becoming eligible and who have reached the age of 70; or who have been Members for 35 consecutive years, or more, may elect to become “Senior Active/Past Service” Members. Those so electing will continue to enjoy all privileges of a member including a vote, but will not be required to pay dues. The Executive Committee may also confer such status on an individual for good cause shown.
Section 3: Responsibilities of Membership
Members and those pursuing membership are expected to adhere to and support the purposes of the Organization set forth in Article 2.
Members are expected to:
1) Place safety first and foremost. This includes their own safety, that of members in their party, and especially that of children and others dependent upon them, and that of other hikers on the trail.
2) Obey official rules and laws, comply with DEC regulations and announcements, and respect the rights of private property owners.
3) Follow the principles of Carry In/Carry Out, Walk Softly, and Leave No Trace.
4) Neither damage nor deface the natural environment or objects of historical importance.
A failure to abide by these responsibilities may lead to the loss of membership through action of the Executive Committee.
Members are strongly urged to give something back to the mountains, whether by trail work or by other service.
Article 4: Dues
Dues are payable no later than December 31st for the period of June 1st to May 31st of the following year. The power to determine the amount of the Annual Dues is vested in the Executive Committee.
Article 5: Administration
Section 1: Executive Committee
The Administration of the Adirondack Forty-Sixers, Inc. shall be vested in the Executive Committee. Final decisions of the Committee shall be rendered by the elected officers, consisting of the President, Vice President, Immediate Past President, and six (6) Directors.
The Recording Secretary, the Treasurer, and the Office of the Historian Chairperson(s) shall be ex officio non-voting members of the Executive Committee, appointed in accordance with Article 7 of these bylaws.
The Advisory members to the Executive Committee shall be appointed by the President and approved by the Executive Committee. They include the Recording Secretary, the Treasurer, the Chair of the Office of the Historian, Trailmaster(s), “PEEKS Magazine” Editor(s), the Outdoor Leadership Coordinator., and the Merchandise Coordinator.
The President may appoint such other staff and appoint such Committees as may be appropriate to carry out the business of the Organization.
Section 2: Duties of the Executive Committee
The Executive Committee shall be responsible for the establishment of policy and the administration and implementation of such projects deemed appropriate and worthy to further the purposes of the Organization. The advisory members shall report to the Executive Committee on a regular basis, may attend and participate in meetings of the Executive Committee, but shall not be entitled to a vote.
Section 3: Conflicts of Interest
A) All members of the Executive Committee shall file with the Secretary at least annually a statement setting forth any interest they may have in any business or other organization which may create a conflict of interest with the Organization. The Executive Committee shall adopt a written conflict of interest policy.
B) The Executive Committee shall make an independent review of any transaction between the Organization and any related entity or party and affirmatively determine that such is in the best interest of the Organization.
C) No member of the Executive Committee shall participate in deliberations or votes concerning his or her own compensation.
Article 6: Meetings and Voting
Section 1: General Meetings
Semi-annual General Meetings shall normally be held in the Spring and in the Fall, the place and date to be determined by the President.
All Members (including “Senior Active/Past Service” Members) present may vote. A person qualified to vote may do so by a properly executed proxy delivered to the Recording Secretary prior to the meeting.
Section 2: Executive Committee Meetings
A. Executive Committee meetings will be called by the President during the weekends of the Semi-Annual General Meetings. Other Executive Committee meetings may be called at the request of any elected officer, upon two weeks notice to all members of the Executive Committee. A quorum must be present for action to be taken; the presence of five (5) of the nine (9) voting members shall constitute a quorum.
B. The President may communicate an issue to the Executive Committee by mail or email and request approval of a proposed action by return mail or email. The President shall set a reasonable deadline for return response, after which he/she shall advise each member of the results of any vote called for, and account for each member’s individual response. For action to be taken, at least five (5) members must respond. In no event shall a mail or email vote be allowed under Article 8, Section 7, and Article 10.
Section 3: Plurality Vote
For all issues voted on at a General Meeting or by the Executive Committee, decisions will be rendered based upon a plurality of those votes cast, except as specified under Article 8, Section 7, and Article 10.
Article 7: Officers
Section 1. Eligibility
Only “Members” eighteen years or older or “Senior Active/Past Service” Members may hold office. No employee of the Organization shall be eligible to hold office as President or Vice President.
Section 2. Elected Officers
A. President: The President shall be the chief executive of the Organization, shall chair the executive committee, shall be responsible for performing the duties otherwise set forth in these bylaws, and shall be responsible for calling meetings and conducting the business of the Organization.
B. Vice President: The Vice President shall advise and assist the President. Should the President become temporarily unable to act as such, or should the office become vacant, the Vice President shall perform all the duties of the President until such disability ceases; or in event of a vacancy until the next election.
C. Directors (6): The Directors as members of the Executive Committee shall have responsibility with the other elected officers, to set policy, to approve expenditures of funds and revenue generating activities, help oversee the operation of the Organization, and to do such other acts as may be deemed appropriate to effectuate the purposes of the Organization.
D. Immediate Past-President: He/she serves as an advisor to the President and the Executive Committee. In the absence of the President and the Vice President, the Immediate Past-President shall preside at meetings.
Section 3: Appointed Officers
The Treasurer, Chairperson(s) of the Office of Historian, and Recording Secretary shall be appointed by the President immediately following the election of the new officers at the Spring meeting. These appointments are for one year. The remaining appointed officers shall continue in office at the pleasure of the President. The following positions shall be considered ex-officio, non-voting members of the Executive Committee.
A. Treasurer: His/her duties and compensation shall be specified by the Executive Committee.
B. Chairperson(s) of the Office of Historian: His/her duties shall consist of recording the history of the Organization, tracing the growth of its membership, and maintaining data relative to each individual’s climbs of the Adirondack major peaks. His/her remuneration shall be specified by the Executive Committee.
C. Recording Secretary: His/Her duties shall consist of recording the Minutes of all Executive Committee and Membership meetings and after approval by the President, transmitting membership meeting minutes to the Webmaster for inclusion on the 46er website.
D. Trailmaster(s): The duties of this position include coordination of trail-related volunteer activities, preparation and supervision of trail maintenance work, and administration of appropriate awards as approved by the Executive Committee.
F. PEEKS Editor(s): The Organization shall publish and distribute to its membership a magazine called “Adirondack PEEKS.” The “PEEKS” editor (or editors) shall be responsible for editing, publishing and distribution of the publication.
G. Outdoor Skills Workshop Coordinators: These individuals are responsible for organizing and conducting educational workshops.
H. Merchandise Coordinator: This person shall be responsible for selection, ordering, and sale of the Organization’s merchandise.
Section 4: Other Positions
The President, with the approval of the Executive Committee, may create and fill such other positions as may by necessary to carry out the business of the Organization. Such positions shall not be ex-officio members of the Executive Committee but may be invited to attend such meetings from time to time as may be appropriate.
The late Grace Hudowalski is permanently designated Historian of this Organization.
Article 8: Elections
Section 1. Frequency
Elections shall be held during each Annual Spring Meeting.
Section 2. Terms of Office
The President’s and Vice President’s terms of office shall be one (1) year. Each Director’s term shall be three years in duration. Two (2) directors shall be elected each year, with a total of six Directors serving at one time.
Section 3. Nominations
The President shall appoint, subject to the approval of the Executive Committee, three (3) Active or Senior Active/Past Service members at the Annual Fall Meeting to form a nominating committee. This Committee shall deliver a slate of candidates for President, Vice President, and two (2) Directors to the Treasurer by February 1st.
Additional nominations may be made by petition signed by at least fifty members filed with the President at least twenty days before the Spring Meeting. Notification of such nominations shall be posted on the website.
Notices of the nominations by the committee shall be sent to all members entitled to vote not later than the notice of the Spring Meeting. Members may vote by mail to the Recording Secretary. Mailed votes must be received no later than the day prior to the Spring Meeting. Members attending the meeting may vote in person.
Section 4. Election Results
The Recording Secretary shall count the votes received. The candidate for each office who receives a plurality of the votes cast shall be declared elected. The Recording Secretary shall include the results of the election in the minutes of the meeting.
Section 5. Succession
Individuals elected take office immediately upon the conclusion of elections and shall serve until their successors are elected. A Director who has served a full term of three (3) years shall not be eligible for reelection for a period of one year, but may be designated during that time to fill a vacancy.
Section 6. Vacancies
Any vacancy occurring before the expiration of the term thereof may be filled by the President with the approval of the voting members of the Executive Committee at a special meeting or by a mail or email vote. When appointed to fill a vacancy, the individual so designated shall serve only until the following election at which time a person shall be elected to fill the unexpired term of the office.
Section 7. Removal from Office
An elected or appointed officer can be removed from office by a two thirds (2/3) vote of the members present at a properly constituted meeting of the Executive Committee where a quorum is present.
Article 9: Emblem
A facsimile (or a sample) of the official emblem shall be kept in the custody of the Treasurer. The design and colors are:
The current colors are yellow pantone 123C, green pantone 356C, and red pantone 485C. The Executive Committee shall have the authority to modify these as necessary.
Use or reproduction of the emblem for commercial purposes without the express permission of The Adirondack Forty-Sixers, Inc. is prohibited. Reproduction by members shall be for their personal use only.
Article 10: Amendments
The By-Laws may be amended by a favorable vote of three-fourths (3/4ths) of those voting either in person or by proxy at a semiannual meeting, provided notice of such proposed amendment(s) is posted on the website at least twenty (20) days in advance or sent by mail to all members entitled to vote at least twenty (20) days in advance of the meeting date.
Article 11: Not for Profit Provisions
A. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation set forth in the Articles of Incorporation and Article Two hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
B. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.