Bylaws
Article I: Name and Purpose
Section 1 - Name: The name of the organization shall be OutClimb. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 - Purpose: OutClimb is organized exclusively for charitable and educational purposes.
The purpose of this corporation is:
To promote diversity, equity, and inclusion within the rock climbing and outdoor recreation communities.
To equip LGBTQ+ individuals with the knowledge, skills, and experiences necessary to feel comfortable and confident in rock climbing and outdoor recreation, inside or outside of queer and other affinity spaces.
To provide accessible rock climbing and outdoor opportunities for LGBTQ+ individuals and other marginalized groups.
To foster a supportive community that encourages personal growth, confidence, and a higher quality of life.
Article II: Membership
Section 1 - Membership: Membership shall consist of the board of directors.
Article III: Board of Directors
Section 1 - Board role, size and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 5, but not fewer than 3 members. The board receives no compensation other than reimbursement for reasonable and documented expenses.
Section 2 - Terms: All board members shall serve four-year terms, and are eligible for re-election for up to any number of consecutive terms.
Section 3 - Meetings and notice: The board shall meet at least annually, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least three weeks in advance.
Section 4 - Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 - Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 - Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 7 - Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows:
The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer.
The vice-president shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to board members and the public and ensure that appropriate financial records are maintained.
Section 8 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members three weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 - Resignation, termination and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than three unexcused absences from board meetings in a term. A board member may be removed for other reasons by a majority vote of the remaining directors.
Section 10 - Special meetings: Special meetings of the board shall be called upon the request of the president, vice president or a third of, but no less than two members of the board. Notices of special meetings shall be sent out by the secretary to each board member at least three weeks in advance.
Section 11 - Remote communication for meetings: Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Section 3 and if the number participating is sufficient to constitute a quorum as described in Section 6. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
Section 12 - Action without a meeting: Upon initiative of the president or Executive Committee, an action that may be taken at a regular or special meeting may be taken without a meeting if the secretary mails or electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.
Article IV: Committees
Section 1 - The board of directors, by resolution adopted by a majority of the board, may designate one or more board committees, each of which may include other individuals who are not board members. Additionally, the board of directors, by resolution adopted by a majority of the board, may dissolve a committee when deemed necessary
Article V: Amendments
Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the full board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
Certification - These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on the 4th day of January 2025.