MOUNTAIN HIGH HIKERS, Inc. BY-LAWS

 Mountain High Hikers, Inc.

Bylaws

As amended 06-07-2013  


I  ORGANIZATION NAME

The name of the organization will be Mountain High Hikers,  Inc. 


II  MISSION

A. Provide scheduled hikes and other recreational  activities for members and their guests.

B. Provide scheduled opportunities to perform volunteer  trail maintenance and/or trail construction as prescribed by the U. S. Forest  Service or other authority having jurisdiction over trails. 

C. Promote interest in and support education regarding the  conservation of natural resources. Promote cooperation with the U. S. Forest Service and other conservation  organizations and agencies that are dedicated to this purpose.


III  KEY  ARTICLES OF INCORPORATION 

A. Purpose: Mountain High Hikers (hereafter “the Organization”) is organized as a  non-profit tax-exempt charitable and educational organization incorporated in  the state of Georgia in accordance with the Georgia Nonprofit Corporation Code  and intended to qualify as such under the applicable provisions of the United  States Internal Revenue Code Section 501(c)(3) and related sections. The board of directors will establish the mailing address which currently  is: 853 Eagle Bend Road,  Blairsville, GA 30512.

B. Limitation on  Activities: This Organization  shall make no public statement or pronouncement of political endorsement of any  candidate for any political office and shall not engage itself in any activities  that would in any way affect or otherwise subject the Organization to loss of  non-profit, tax-exempt charitable and educational status enjoyed by the  Organization under the Internal Revenue Code.

C. No Private  Inurement: This Organization shall not be operated for profit, and no part  of its income shall financially benefit any of its officers or members.

D. Dissolution: Upon the dissolution of the Organization, assets shall be distributed to  one or more comparable nonprofit 501(c)(3) organizations. 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 Mountain  High Hikers, Inc. 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. 


IV  BOARD  OF DIRECTORS  

The Organization’s purposes will be accomplished by the  following elected directors who will comprise the Board of Directors of the  organization:

         President 

         Vice President 

         Secretary 

         Treasurer 

         Hike Planning Director 

         Trail Maintenance Director

         Webmaster Director  

         Conservation Director

         Membership Director

         Social Director 

        Communication and Publicity Director

        Immediate Past President 

A. The general membership elects all directors  annually during the fourth quarter membership meeting. In appreciation for  service, all elected directors as well as the short-hike and long-hike planners  will receive a free individual membership in the Organization for the duration  of their service. The free membership will  partially offset expenses they incur in carrying out their duties such as meals  and transportation for quarterly board meetings, Internet and cellular and  land-line phone service.

B. The Board of Directors will meet at least quarterly.  A quorum for the Board shall consist of a  simple majority of directors.  A majority  vote of Board members attending a convened meeting with a quorum in attendance  will be necessary to conduct business. The President may call additional meetings including e-mail or phone  conference call formats if necessary.  The  President, with the concurrence of the Board, will appoint members to fill any  director vacancies that occur prior to the membership meeting during the fourth  quarter of the year. 

C. General membership meetings will be held four times a  year. The President may call  additional membership meetings if necessary.

D. Hikes will be organized by the Hike Planning committee.  The schedule will be published quarterly  via the website.


V. DIRECTORS’  DUTIES AND RESPONSIBILITIES

A. President  conducts Board and general membership meetings, acts as spokesperson for the  Organization in matters dealing with the public or other organizations, solicits  speakers or programs for the general meetings, and acts upon recommendations  from the Board or membership.

B. Vice President  acts for the President in all matters in his/her absence and performs special  assignments as requested by the President or Board

C. Secretary  takes minutes of board and membership meetings, handles Organization  correspondence, and maintains historical records of the Organization.

D. Treasurer  maintains the bank account and all financial records, makes disbursements from  the account as approved by the Board, and prepares and presents a draft annual  budget during the fourth quarter Board meeting for approval by the Board. Treasurer presents regular financial reports to the Board and the  membership during quarterly meetings.

E. Hike Planning  Director plans a schedule of weekly hikes for each quarter, presents a  calendar of hikes and maintains and updates a set of hiking guidelines to be  published on the website, furnishes guidelines and waiver forms for hike  leaders, and maintains files of hike reports. The Hike Planning Director may select members as Short-Hike Planner and  Long Hike Planner to assist in the duties.

F. Trail Maintenance  Director schedules and leads work trips and training programs for the  purpose of repairing, maintaining or building trails under the advice or  supervision of the U.S. Forest Service or other authority and makes suggestions  to the Board pertaining to Organization viewpoint in these matters.

G. Webmaster  Director maintains the website.  

H. Conservation  Director responds to or initiates environmental and/or conservation-related  matters with various environmental organizations or government agencies (such as  U. S. Forest Service) and works toward establishing and maintaining Organization  viewpoints as they pertain to forest conservation - especially designated  wilderness areas.

I. Membership  Director provides membership applications to prospective members, maintains  a file of the completed applications, collects annual dues from each member, and  provides an updated roster of members to the membership.

J. Social Director  makes the physical arrangements for the quarterly meetings of the general  membership and any special activities that may be planned by the Board or  general membership.

K. Communication and  Publicity Director e-mails articles to the membership such as News Flash  setting forth any changes or events of interest and any other information  pertaining to Organization members and Organization activities. 

L. Immediate  Past President provides continuity for the Board during the calendar year  after serving as president. The  immediate past president will not serve on the board during calendar years when  the president serves a second, third, or more consecutive years. 


VI NOMINATING  COMMITTEE CHAIRPERSON

The board will appoint a Nominating Committee Chairperson  during the third quarter board meeting to select nominees for all directors’  positions to be filled during last quarterly membership meeting of the year. The  Nominating Committee Chairperson presents the list of nominees to the membership  and requests nominations from the floor. The election will take place during  that meeting. Election shall be by a majority of those members present and  voting by show of hands. The  newly-elected directors’ terms will begin on January 1st. The board at its discretion may also appoint one or two additional  members to assist the Nominating Committee Chairperson.


VII  FISCAL  YEAR AND MEMBERSHIP DUES

The Organization’s fiscal year will be January 1st  through December 31st. Members pay annual dues at a rate the Board  determines during the third quarter Board Meeting. Annual dues will remain unchanged when the Board takes no specific action  on dues.  New Members joining after  October 1st will not need to pay for the next fiscal year.


VIII  EXPENDITURES  BY DIRECTORS 

Directors may spend up to the limits of their  board-approved budgets at their discretion.  The  President or Treasurer may approve non-budgeted amounts up to $50. The Board must approve any non-budgeted amount beyond $50. 


IX  ENCOURAGEMENT  OF VOLUNTARY MEMBER ACTIVITIES

The board actively encourages members to volunteer for  trail maintenance and leading hikes to support the Organization’s mission.


X CONTRIBUTIONS AND DONOR PRIVACY

The Organization may accept contributions, grants, and bequests for purposes  consistent with its tax-exempt purposes as set forth in the Articles of  Incorporation. The Organization will  retain sufficient control over all designated contributions to ensure funds are  used in accordance with the Organization’s tax-exempt designation. 

Mountain High Hikers, Inc. deeply values the contributions our donors make to  sustain our mission. We recognize  that philanthropy is based on voluntary action for the common good. To assure our donors that their personal information is handled with  respect and confidentiality, donor information will be protected and will not be  shared internally or externally in any illegal or inappropriate way. The Organization will not share donor information with other charitable  organizations. 


XI  LIABILITY

No director or other person acting with authority on behalf of the  Organization will be held liable for monetary damages for any action taken or  failure to take action. 


XII  CONFLICT-OF-INTEREST POLICY

The Organization has adopted a  Conflict-of-Interest Policy that will be reviewed with and signed by every  current and future director volunteering with the Organization. The Policy is  patterned after the model proposed by the Internal Revenue Service. The Policy  is hereby incorporated as part of these Bylaws and included as Attachment A.  A summary of the impact of the Policy  follows. 

Conflict defined.  A conflict-of-interest may exist when the  interests or activities of any director or staff member (if one) may be seen as  competing with the interests or activities of the Organization or when any  director or staff member has the potential to derive financial or other material  gain as a result of direct or indirect relationship.


XIII AMENDMENT OF BYLAWS  

Any changes or additions to these Bylaws will require Board approval. 

Adopted June 7, 2013