Charter
In the court of common pleas No. 4, for
the County of Philadelphia, September Term 1915,
No. 4165 to the Honorable the Judges of said
Court. *Agreeably*
To the provisions of the Act of the General
Assembly of Pennsylvania, entitled "An Act to
provide for the Incorporation and Regulation of
certain Corporations," approved the 29th day of
April, A.D., 1874, and the several supplements
thereto, the undersigned all of whom are
citizens of Pennsylvania, have associated
themselves together for the purposes and upon
the terms and by the name hereinafter set forth,
and to the end that they may be duly
incorporated according to law hereby certify:
- The name of the intended Corporation is
THE AMERICAN ALPINE CLUB.
- The purposes for which the said
Corporation is formed are as follows:
*The scientific exploration and study of
high mountain elevations and of the regions
lying within or about the Arctic and
Antarctic Circles; indicated;
* It shall for its primary work undertake
the study of the high mountains of the
world, gathering in the facts and observing
phenomena pertaining to them, and shall
publish a series of illustrated publications
of these mountains for the purpose of
presenting a complete description of the
alpine mountains of the world.
- The business of the Corporation is to be
transacted in the City of Philadelphia,
State of Pennsylvania, or at such other
place or places as the Board of Directors
may designate from time to time.
- The Corporation shall have perpetual
succession by its corporate name.
- The yearly income of the Corporation
shall be without limit.
- The said corporation shall have no
capital stock. The names and residences of
the subscribers are as follows: HENRY G.
BRYANT, 2013 WALNUT STREET, PHILADELPHIA,
PA.; GEORGE VAUX, JR., BRYN MAWR, PA.; J.
HENRY SCATTERGOOD; VILLA NOVA, PA.; J.
WILLIAM WHITE, 1810 RITTENHOUSE SQUARE,
PHILADELPHIA, PA.; THOMAS DEWITT CUYLER,
PHILADELPHIA, PA.
- The number of directors is fixed at
nine, and the names and residences of those
who are chosen directors for the first year
are as follows: HENRY G. BRYANT, 2013WALNUT
STREET, PHILADELPHIA, PA.; HARRY FIELDING
REID, 608 CATHEDRAL STREET, BALTIMORE, MD.;
RODNEY L. GLISAN, 612 SPALDING BLDG.,
PORT-LAND ORE.; HOWARD PALMER, NEW LONDON,
CONN.; ALLSTON BURR, 60 STATE STREET, BOS-TON,
MASS.; LEWIS L. DELAFIELD, 20 EXCHANGE
PLACE, NEW YORK CITY; EDWARD C. PICKERING,
CAMBRIDGE, MASS.; HARRINGTON PUTNAM, 404
WASHINGTON AVE., BROOKLYN, N.Y.; J.. HENRY
SCATTERGOOD, VILLA NOVA, PA.
- The Corporation has no capital stock.
Witness Our Hands and Seals this
twenty-second day of November, A.D. 1915.
Henry G. Bryant (Seal), George Vaux, Jr.
(Seal), J. Henry Scattergood (Seal), J.
William White (Seal), Thomas DeWitt Cuyler
(Seal).
back to top Bylaw
Provisions
Article I: Name
The name of this Corporation shall be THE
AMERICAN ALPINE CLUB.
Article II: Purposes
The purposes of this Corporation shall be:
- the promotion and dissemination of
knowledge about the mountains and
mountaineering in general, through its
meetings, publications and libraries; and
- the cultivation of mountain craft, and
the promotion of good fellowship among
climbers; and
- the study of the high mountains of the
world, the gathering of facts and the
observation of phenomena pertaining to them,
the production of a series of illustrated
publications to present a complete
description of the alpine mountains of the
world; and
- the scientific exploration of high
mountain elevations and of the regions lying
within or about the Arctic and Antarctic
circles; and
- the conservation and preservation of the
mountain environment; and
- the representation of the interests and
concerns of the American climbing community.
The property of this Corporation is
irrevocably dedicated to charitable purposes
and no part of the net income or assets of
the Corporation shall inure to the benefit
of private persons.
Article III: Membership
Section 1: Classes of Membership
There shall be three classes of individual
membership: Active, Honorary and Affiliated; and
two classes of organizational membership:
Affiliated Organizations and Corporate Members.
Section 2: Active Membership Active
Membership may be granted to applicants:
- who have climbed for at least two years
and who have a sustained interest in
climbing in any of its forms; or
- who have conducted explorations or
studies in the high mountain elevations or
the regions lying within or about the Arctic
and Antarctic circles; or
- who have made significant contributions
in alpine art, literature, science, or to
the climbing community. The procedures for
accepting new Members shall be determined by
the Board of Directors. Active Members shall
be entitled to one vote on all matters
placed before the Active Membership by the
Board, and may vote in person or by proxy at
any Special Meeting but only in person at
any Regular Meeting. The Board may place
business before the Active Members and hold
a vote by mail ballot, in accordance with
the provisions in these Bylaws.
Section 3: Honorary Members
Persons who have pre-eminently distinguished
themselves in mountaineering or in service to
mountaineering shall be eligible for Honorary
Membership.An Honorary Member shall be elected
by the affirmative vote of a majority of the
Board of Directors following the written consent
of at least all but three members of the entire
Board, to permit such a vote by the Board of
Directors.
Honorary Members shall be exempt from dues
and assessments, but otherwise shall possess the
rights and privileges of Active Membership. An
Honorary Member shall not be entitled to vote or
to serve as a Director or as an Officer of the
Corporation by virtue of such Honorary
membership, however, an Active Member who is
elected an Honorary Member shall retain all the
rights and privileges of Active Membership
including the right to be elected to serve as a
Director or Officer of the Corporation, except
that he or she shall be exempt from the payment
of further dues or assessments.
Section 4: Affiliated Members
All members of Affiliated Organizations shall
be Affiliated Members. Affiliated Members shall
have no voting privileges. Affiliated Members
shall be eligible to participate in such
American Alpine Club benefits or programs as the
Board of Directors may determine.
Section 5: Affiliated Organizations
Any non-profit organization which shares the
purposes of The American Alpine Club is eligible
for consideration as an Affiliated Organization.
Affiliated Organization Membership must be
approved by the Board of Directors. An annual
affiliation fee may be charged each Affiliated
Organization as the Board of Directors shall
determine from time to time. The rights and
benefits of Affiliated Organization Membership
must be approved by the Board of Directors.
Section 6: Corporate Membership
A corporation or business which supports the
purposes of The American Alpine Club is eligible
for consideration as a Corporate member. An
annual Corporate membership fee may be charged
each Corporate Member as shall be deter-mined by
the Board of Directors from time to time. The
rights and benefits of Corporate Membership must
be ap-proved by the Board of Directors.
Section 7: Sections of Membership
The Board may designate a geographical
region, within or without the United States, to
constitute a Section, and Members residing in
any such area shall constitute the Members of
such Section. Such Sections shall be considered
as Committees of the Corporation, and shall
operate as such in accordance with the
provisions of these Bylaws. Section Chairmen
shall be appointed by the President to serve at
his or her pleasure.
Each Section may, with approval from the
Board in advance, form such auxiliary
organizations, make budgetary appropriations, or
seek financial support for the purpose of
coordinating and aiding in the general purposes
of the Corporation as may not be inconsistent
with these Bylaws or the Charter or interfere in
any way with the activities or affairs of the
Corporation. Sections shall operate within
financial guidelines set by the Board of
Directors.
Section 8: Termination or Suspension of
Membership
A Member may terminate his, her or its
Membership by voluntary withdrawal in writing to
the Secretary, the President, or the Board of
Directors. All rights, privileges, and interests
of such Member in or to the Corporation shall
cease on resignation from the Membership.
Resignations shall be effective upon fulfillment
of all obligations to the date of withdrawal.
A Member may be suspended or terminated for
due cause. Sufficient cause for such suspension
or termination of Membership shall be violation
of the provisions of these Bylaws or any lawful
rule or practice duly adopted by the
Corporation, or any other conduct prejudicial to
the interests of the Corporation, including
nonpayment of dues or other financial
obligations. The Board of Directors may
determine the procedures to be followed for
suspension and termination. A former Mem-ber so
suspended or terminated may be reinstated by
resolution of the Board of Directors.
Section 9: Membership Policy
It is the policy of The American Alpine Club
not to discriminate in its qualifications for
Membership against any person by reason of his
or her sex, race, religion, creed, age, sexual
orientation, sinistrality or other physical
condition, or national origin.
back to top Article IV:
Dues
Section 1: Annual Dues
The annual dues for each class of Membership
of the Corporation shall be determined by the
Board of Directors.
Section 2: Sustaining, Contributing, and
Life Members
The contributions of Members to be classified
as Sustaining Members and Contributing Members
shall be determined by the Board of Directors. A
Life Membership may be obtained on the payment
of a fee set by the Board of Directors, which
fee shall be added to the endowment of the
Corporation.
Section 3: Forfeiture of Membership
Any Member in arrears, after two dues notices
having been sent, shall cease to be a Member 90
days after the date of the second notice. A
Member may be reinstated upon payment of the
annual dues in effect at the time of
reinstatement.
Article V: Meetings of the Membership
There shall be at least one Regular Meeting
of Active Members each calendar year for the
election of Directors, which Regular Meeting
shall be within the United States at a place to
be fixed by the Board of Directors. Notice of
nomina-tions and ballots, if necessary, shall be
mailed in accordance with the provisions of
these Bylaws. Notice of such Annual Meeting,
stating the date, time, and location within the
United States shall be mailed to each Active
Member at least thirty days prior to the
meeting.
A Special Meeting of Active Members may be
called by the Board of Directors or by the
President or by special request of an Active
Member to the Board. An Active Member who
desires the calling of a Special Meeting may
submit to the Secretary a request to that effect
signed by at least five percent of the Active
Members. The Secretary shall present the
proposal at the next meeting of the Board of
Directors for consideration. The Board shall
thereupon either call a Special Meeting for the
stated purpose or direct the Secretary to
conduct a mail ballot of Active Members on the
proposal for such a meeting. A majority vote of
those voting in the mail ballot shall prevail.
Notice of a Special Meeting, stating the
date, time, location, within the United States,
and the business to be placed before it, shall
be mailed to each Active Member at least thirty
days prior to the meeting.
back to top Article VI:
Board of Directors
The Board of Directors, which shall consist
of fifteen elected Members and Directors
ex-officio, as provided in Section 1 below,
shall have supervision, control, and direction
of all the affairs of the Corporation, in
accordance with the provisions of these Bylaws,
and the law of the state of its incorporation.
Section 1: Election of Directors
At the Annual Meeting of Members, five
Directors shall be elected to serve for a term
of three years. A Director who has been elected
for a second three-year term shall be ineligible
for immediate nomination or election as a
Director at the end of his or her second
three-year term; such a Director, however, may
serve further as a Director ex-officio in
accordance with the provisions of these Bylaws.
Directors shall, upon election, enter
immediately into the performance of their duties
and shall continue in office until their
successors shall be duly elected and qualified,
or unless they resign, are removed, or are
otherwise unable to fulfill the term.
Section 2: Meetings of the Board of
Directors
The Board of Directors shall hold its annual
meeting following the regular Annual Meeting of
Members, and shall hold such other meetings as
it deems proper, at such time and location as it
designates. Other meetings of the Board may be
called at any time and location by the President
or by any five Directors. Written notice of such
a meeting, stating the date, time, location, and
the business expected to be placed before it,
shall be mailed to each member of the Board of
Directors at least fifteen days prior to the
meeting.
Section 3: Quorum of the Board of Directors;
Proxy Votes
Five members of the Board shall constitute a
quorum, but the Board may not act except on the
affirmative vote of at least five members
personally present or present by conference
telephone. Each Director entitled to vote may do
so either in person or by written or faxed
proxy, but proxy votes shall not be counted to
determine a quorum.
Section 4: Meetings by Conference
Telephone Members of the Board of Directors
of the Corporation, or any committee designated
by such Board, may participate in a meeting of
such Board or committee by means of conference
telephone or similar communications equipment
whereby all persons participating in the meeting
can hear each other, and participation in a
meeting in such manner shall constitute presence
in person at such meeting.
Section 5: Vacancies on the Board of
Directors
Vacancies that occur on the Board by reason
of death, resignation, or otherwise, of a
Director or a nominee for that office, shall be
filled by the Board of Directors. At the first
Annual Meeting of Members thereafter, the
balance of the term remaining from any such
vacancy shall be filled by election; nominations
for such elections shall be made in accordance
with the provisions of these Bylaws.
Section 6: Removal of Directors From the
Board of Directors
Directors may not be removed from office
except for due cause. Any member of the Board of
Directors unable to attend a meeting shall state
in a letter addressed to the President, the
Secretary, or to the Board the reason for his or
her absence. If a Director is absent from three
consecutive meetings for reasons which the Board
fails to declare sufficient, his or her
resignation shall be deemed to have been
tendered and accepted.
Section 7: Compensation of Directors
Directors shall not receive any compensation
for their services as Directors, but the Board
may by resolution authorize reimbursement of
expenses incurred in the performance of their
duties. Such authorization shall prescribe
procedures for the approval and the payment of
such expenses by the Corporation. Compensation
or expense reimbursement for others requested to
place business before the Board shall be
determined by the Board of Directors.
Section 8: Indemnification of Directors
The Corporation may, by resolution of the
Board of Directors, provide for indemnification
by the Corporation of any and all Directors or
Officers or former Directors or Officers against
expenses actually and necessarily incurred by
them in connection with the defense of any
action, suit, or proceeding, in which they or
any of them are made parties, or a party, by
reason of having been Directors of Officers of
the Corporation. An exception shall be in
relation to matters as to which such Director or
Officer or former Director or Officer shall be
finally adjudged in such action, suit, or
proceeding to be liable for gross negligence or
willful misconduct in the performance of duty
and to such matters as shall be settled by
agreement predicated on the existence of such
liability for gross negligence or willful
misconduct.
back to top Article
VII: Officers
Section 1: Election of Officers
The elective Officers of this Corporation
shall be a President, Vice President, Secretary,
and Treasurer, who shall be elected by the Board
of Directors at its Annual Meeting from among
their own number or from among other Active
Members, to serve for one year until the next
Annual Meeting of the Board. Such elective
Officers shall comprise the Executive Committee
of the Board of Directors, and shall be
empowered to exercise the powers of the Board of
Directors when the Board is not in session,
reporting to the Board for ratification at its
next succeeding meeting of any action taken
which requires Board approval. Election of
Officers shall be by ballot and an affirmative
majority of the votes cast shall elect. Should a
tied vote be cast, the Honorary President, if
any, shall cast the deciding vote. If none,
additional ballots shall be cast until such
Officer is elected by an affirmative majority of
the votes cast. Officers shall, upon election,
enter immediately into the performance of their
elected duties and shall continue in office
until their successors shall be duly elected and
qualified, unless they resign, are removed, or
are otherwise unable to fulfill the term.
Section 2: Officers as Directors Ex-Officio
An Officer not already a Director shall be a
Director ex-officio with full voting rights as
long as he or she holds office.
Section 3: Vacancies
Vacancies that occur by reason of death,
resignation, or otherwise, of an Officer or a
nominee for office, shall be filled by the
Board; however, should a vacancy occur in the
office of the President, the Vice President
shall succeed him or her immediately, without
further action by the Board.
Section 4: Additional Officers
The Board may appoint additional Officers as
it deems necessary, with such authority and
duties as it may designate, to serve at its
pleasure.
back to top Article
VIII: Nomination and Election of Directors
Section 1: Nominations of Directors by
Committee
Prior to May 30 of each year and at least
five months prior to the date of the next Annual
Meeting of Members, the President shall appoint
a Nominating Committee to consist of either
three or five Active Members well acquainted
with the Corporation and with the membership at
large, who are thus considered competent to
select persons qualified for the offices to be
filled. No incumbent Officer or Director shall
be a member of the Nominating Committee and
service on such Committee shall not extend
beyond two consecutive years. The Secretary
shall promptly notify the Active Members of the
composition of each Nominating Committee. The
Committee shall prepare a list of nominations
for Directors for three-year terms and for
Directors to fill vacancies. The Committee may
nominate more than one candidate for each
position. The Nominating Committee shall present
to the Secretary a list of the nominees, no
later than September 1 of each year and at least
three months prior to the Annual Meeting. The
Secretary shall notify Active Members of such
nominations, no later than 45 days prior to the
Annual Meeting. Suggestions of Members who are
qualified as a Director may be sent by any
Member to the Nominating Committee for its
consideration at any time before the Committee
presents its report to the Secretary.
Section 2: Independent Nominations of
Directors by Members
At any time within 30 days following the
notice of the nominations to the Active Members,
a written nomination for Director or Directors,
signed by at least two percent of the Active
Members, may be filed with the Secretary. Any
such independent nominations shall be
accompanied by a statement from the nominee
indicating his or her willingness to serve, if
elected, and to assume the responsibilities of
the office.
Section 3: Elections of Directors
Should more than one candidate be nominated
for each position of Director, whether by the
Nominating Committee or by independent
nomination, a ballot prepared by the Secretary
shall be mailed to each Active Member at least
three weeks prior to the Annual Meeting. The
names of those nominated by the Committee shall
be placed first and in alphabetical order. The
Secretary shall specify the rules as to the
number of Directors to be voted for, the
validity of the ballot, the establishment of the
right to vote, and other pertaining matters.
Ballots shall be returned to the Secretary to a
designated address at least forty-eight hours
before the Annual Meeting, after which the polls
shall be considered closed. Ballots shall be
held by the Secretary unopened until the polls
are closed. The ballots shall be canvassed by
the Secretary or a deputy appointed by him or
her, in the presence of two other Active Members
of the Corporation. The results of the election,
certified by the canvasser, shall be immediately
posted in the Club House or meeting place. The
formal announcement of the election results
shall be made by the Secretary at the Annual
Meeting. All uncontested nominees shall be
considered elected and shall be so acclaimed by
the Secretary at the Annual Meeting. Should the
death or disability of any such nominee occur
prior to the Annual Meeting, the vacancy shall
be filled by the Board in accordance with the
provisions of these Bylaws.
back to top
Article IX: Funds
Section 1: Solicitation and Acceptance of
Funds
Solicitation and acceptance of funds for use
by, or on behalf of, the Corporation may not be
inconsistent with these Bylaws or the Charter.
Section 2: Restrictions
The Board of Directors, or other responsible
authority acting on behalf of the Board or the
Membership, in accepting endowment funds that
have restrictions on their usage, agree to
accept such restrictions. Such restrictions may
not be altered without the consent of either the
original donors or their designated heirs, or by
the favorable result of a cy pres or other
similar petition to the court of proper
jurisdiction of the state of incorporation of
the Corporation. The Corporation's restricted
endowment funds may be commingled with its
unrestricted funds for investment purposes and
may be expressed as a percentage of the total
funds.
Section 3: Borrowing of Monies
The Board of Directors, by an affirmative
vote of two-thirds or more, may authorize
borrowing by the Corporation.
Section 4: Endowment Funds
All endowment funds of the Corporation shall
be administered under the direction of an
Investment Committee whose membership shall be
composed as follows: One person designated by
the senior half of the Corporation's living Past
Presidents, one person designated by the junior
half of living Past Presidents, with both groups
to be determined by date of service as
President, and one person designated by the
current President to serve as the Chairman of
such Investment Committee and who shall be
responsible for ascertaining the designees of
the two groups of Past Presidents to such
Investment Committee. In the event that that
group is an odd number, the senior half shall
constitute the majority vote. The Investment
Committee shall be obligated to invest the
Corporation's monies in accordance with an
Investment Policy established by the Board of
Directors in accordance with the Bylaws and the
Investment Committee shall be obligated to turn
over to the Board of Directors, for its current
purposes only the income from the Corporation's
endowment funds in accordance with the
Investment Policy. The Investment Policy shall
be established by the Investment Committee and
approved by the Board of Directors, and may only
be changed by majority votes of both the
Investment Committee and the Board of Directors.
Section 5: Amendments to this Article
Amendments to this Article of the Bylaws may
only be undertaken with the concurrence of a
two-thirds majority of the Corporation's living
Past Presidents in addition to the required
majorities of the Board of Directors as set
forth in Section 1 of Article XII.
back to top
Article X: Representation of the Corporation
Section 1: Representation in Policy Matters
No member may represent the Corporation in
policy matters without the approval of the Board
of Directors.
Section 2: Trademarks and Visual
Representation
Use of the name, logo, seal, trademark,
acronym, or other graphic representation of the
Corporation, including new artwork and graphic
designs intended to represent the Corporation,
in any manner by any Member, Section, or
Committee or his/her designee must have the
prior written approval of the President or
his/her designee.
Article XI: Dissolution
Upon the dissolution or winding up of the
Corporation, its assets remaining after payment,
or provision for payment, of all debts and
liabilities of this Corporation, shall be
distributed to a nonprofit fund, foundation, or
corporation which is organized and operated for
charitable purposes and which has established
its tax exempt status under Section 501 (c) (3)
of the Internal Revenue Code, as amended. The
use and disposition on dissolution or winding up
of real or personal property owned or used by
this Corporation in states other than its state
of incorporation shall be limited to the
purposes stated in the foregoing paragraph in
such a manner as to satisfy the requirements of
the laws of such states for exemption of such
property from property taxation in such states.
Article XII: Amendments
Section 1: Amendment of Bylaws
The Board of Directors may alter, amend, or
repeal any provision of these Bylaws or make any
additional Bylaws. No such alteration, repeal,
or addition shall be considered unless proposed
by the affirmative vote of at least two-thirds
of the entire Board at a duly constituted
meeting and adopted by the affirmative vote of
at least two-thirds of the entire Board at a
subsequent meeting of the Board. Such a
subsequent meeting shall be held at least thirty
days after the minutes of the first meeting have
been mailed to the Directors. Active Members
shall be informed of all proposed changes to the
provisions of these Bylaws prior to the next
meeting of Active members. The changes shall be
made effective at the conclusion of the next
meeting of Active Members by a majority vote of
those present.
Section 2: Procedures for Amendment of
Bylaws
Amendments to this Article of the Bylaws may
be made only by the same voting procedure
described in Section 1 of this Article. Article
IX of the Bylaws may be amended only in
accordance with Section 5 of that Article.
back to top
|
