ALDHA BYLAWS
ARTICLE I Purpose
The purpose of the Corporation is to provide a recreational association for persons interested in long distance hiking, to provide fellowship and education in long distance hiking, to support and promote long distance hiking trails, to act as a forum for the needs of long distance hiking and to engage in such other activities consistent with the above stated purposes and allowed by law.
ARTICLE II NON-DISCRIMINATION
This Corporation and the Board are committed to incorporating the values of diversity, equity, and inclusion in the governance and operations of this Corporation. In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.
ARTICLE III Offices
Section 3.1 Principal Office. The principal office of the Corporation shall be located at 10 Benning St., PMB 224, City of West Lebanon, state of New Hampshire 03784.
Section 3.2 Other offices. The Corporation may establish such other offices as the Board of Directors may designate from time to time, either in New Hampshire or out of state.
ARTICLE IV Members
The Corporation shall have a general membership consisting of any person who desires to be a member of the Corporation and who pays the required dues as established by the Board of Directors. The Board of Directors may establish such other provisions for members as it deems appropriate, and which are consistent with law.
ARTICLE V Board of Directors
Section 5.1 Number. The number of Directors of the Corporation shall be thirteen (13), five (5) of the Directors shall also serve as officers and eight (8) shall be Directors-at-large. The number of Directors may be changed by amendment to these Bylaws as the Board of Directors shall determine from time to time, and upon the majority vote of the membership, except the number shall not be less than three (3).
Section 5.2 Qualifications. Directors must be at least eighteen (18) years of age, a member in good standing, and should reflect a diversity of backgrounds and skill-sets. Directors must immediately report any change to their Conflict of Interest agreement.
Section 5.3 Election and Term. Elections for Directors shall be held online, via aldha.org, using secure software, and by U.S. Postal Service mail. Nominations will be accepted from August 1-21, and all election ballots must be received by September 30. Mail-in ballots will be provided to members who have no email address on record. Candidates receiving the most votes shall be elected. Results will be announced at the annual Gathering. Terms of office shall be two years. Upon election, each Director shall hold office for the elected term until his or her successor is duly elected during the next applicable election. There shall be no limitations to the number of terms a Director or officer serves. In the event of a Director’s or officer’s resignation, removal, death, or other vacancy, the Board of Directors may appoint a member to fill the vacancy for the remainder of the elected term. Any other contingencies regarding vacancies on the Board of Directors shall be resolved by the Board of Directors.
Section 5.4 Annual Meeting. The annual meeting of the ALDHA membership shall be held in October on the weekend of the annual Gathering, or at such other time and place as shall be fixed by the Board of Directors for the purpose of announcing election results, voting on Bylaw changes, and for the transaction of such other business as may come before the meeting.
If the Gathering is canceled for whatever reason, the election results will be announced electronically to the membership. Proposed bylaw changes and other business that would have been brought before the membership at the Gathering annual meeting will be conducted at a special electronic vote of the membership called by the Board of Directors as soon thereafter as may be practical.
Section 5.5 Board Meetings. Regular meetings of the Board of Directors may be held at such times and at such places (real or virtual) as the Board may from time to time determine. The Board reviews and approves the annual budget, reviews ALDHA’s annual operating programs and events, and conducts any other governance and policy business that comes before the Board. The Board of Directors will meet in person at The Gathering in October. Any member or invited guest in attendance is entitled to speak during a meeting when recognized by the Coordinator or designated moderator.
Section 5.6 Notice of Meetings. Notice stating the place, date, time of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) days nor more than ninety (90) days before the date of the meeting, either personally, electronically or by mail, at the direction of the Coordinator, or the Recording Secretary or the other person calling the meeting, to each addressed Director at his or her mailing or by electronic address as given to the Corporation.
Section 5.7 Quorum. A majority of the number of Directors fixed in the manner prescribed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting.
Section 5.8 Resolutions. A majority of a quorum of Directors present at a Board of Directors meeting may pass such resolutions as they deem appropriate. Resolutions shall be passed by accepted parliamentary procedure. The Directors may also ask the membership to pass resolutions at the annual membership meeting, by a majority of the members present.
Section 5.9 Action by Consent. An action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing or by electronic means, setting forth the action taken, shall be signed written or electronic by all the Directors.
Section 5.10 Removal and Vacancy. Directors may only be removed for cause, and only by a two-thirds vote of the Directors. A vacancy in the Board of Directors because of removal, resignation or death may be filled by the affirmative vote of a majority of the remaining Directors. Such appointed Director shall hold office until the former Director’s term expires, as in Article V, Section 5.3. A Director relieved for cause will not be allowed to seek a Director’s position in the future.
Directors who had previously resigned from the Board may be appointed by the Board to fill a vacancy, as in Article V, Section 5.3, and may seek a Director’s position at the next or subsequent annual election.
Section 5.11 Committees and Advisory Boards. The Board of Directors may form committees to study and report on any issue concerning the corporation and advise the Board of Directors of such issues. The Board of Directors may invite members of the public to sit on an advisory board to provide outside perspective and advice on any issue concerning the corporation. No committee or advisory board shall act on behalf of the corporation except with the consent of the Board of Directors. ALDHA committees and Advisory Boards may be composed of any member of ALDHA, or of the public.
ARTICLE VI Officers
Section 6.1 Number. The Corporation shall have as officers a Coordinator, an Assistant Coordinator, a Recording, Secretary, a Membership Secretary and a Treasurer. Such offices shall be filled by a Director as set forth in Article V. Any two or more offices may be held by the same person, except the offices of Coordinator and Recording Secretary. In the event of the death, inability or refusal to act, the order of succession for Coordinator shall be the Assistant Coordinator, Recording Secretary, Membership Secretary, then Treasurer. The successor shall perform the duties of the Coordinator and, when doing so, shall have all the powers of and be subject to all the restrictions upon the Coordinator.
Section 6.2 Election and Term. The officers of the Corporation shall be elected biennially, as set forth in Article V. Officers shall hold office in conjunction with their terms as Directors until their successors are duly elected, unless sooner removed by action of the Board of Directors or by death or resignation.
Section 6.3 Coordinator. The Coordinator shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall oversee the processes of governing by the Board. The Coordinator, when acting as ALDHA’s Operational Manager, is empowered to appoint people to special voluntary positions within the Corporation, including facilities and program chairmen of the Gathering; ALDHA program managers; and editors of publications. The Coordinator shall sign all corporate documents required by law, and attested to by the Recording Secretary.
Section 6.4 Assistant Coordinator. In the absence of the Coordinator or in the event of the death, inability or refusal to act, the Assistant Coordinator shall perform the duties of the Coordinator and when doing so, shall have all the powers of and be subject to all the restrictions upon the Coordinator. The Assistant Coordinator shall perform such other duties as from time to time may be assigned to him or her by the Coordinator or the Board of Directors.
Section 6.5 Recording Secretary. The Recording Secretary shall keep the minutes of the proceedings of the Board of Directors and the members; see that all notices are given in accordance with these Bylaws, be the custodian of the records of the Corporation, except the financial records and the membership list, and shall see that all corporate documents are properly executed and shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the Coordinator or the Board of Directors. The Recording Secretary shall attest/witness any instruments signed by any other officer of the Corporation.
Section 6.6 Membership Secretary. The Membership Secretary shall keep the membership list of the corporation, shall record applications for membership, payment of dues, renewal of membership and expiration of membership, shall keep up to date the address and telephone numbers of the members in a directory and shall make the directory available to the members, and shall perform all duties incident with the office of Membership Secretary and such other duties as from time to time may be assigned to him or her by the Coordinator or the Board of Directors. The Membership Secretary shall deliver a written statement on the current status of the membership at every meeting of the Board of Directors and at the annual member meeting.
Section 6.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and other financial instruments and financial records of the Corporation, receive and give receipts for disbursements, and deposit all monies in the name of the Corporation in such banks and other financial institutions as shall be selected in accordance with these Bylaws. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Coordinator or the Board of Directors.
Section 6.8 Salaries. The salaries of the officers, if any, shall be fixed by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they are also a Director of the Corporation.
Section 6.9 Removal and Vacancy. Officers may only be removed by the procedure set forth in Article V and outlined in current Board policies.
ARTICLE VII Financial Affairs
Section 7.1 Accounts and Deposits. All funds of the Corporation not otherwise employed shall be deposited regularly by the Treasurer to the credit of the Corporation in such banks or other financial institutions as the Treasurer and the Board of Directors may select.
Section 7.2 Notes and Checks. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer, Coordinator, or by such other officer or officers as the Board of Directors may direct by resolution.
Section 7.3 Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.4 Loans. No loans shall be contracted or entered into by the Corporation and evidence of indebtedness shall be issued by the Corporation unless authorized by a resolution of the Board of Directors. Such authority shall be for specific instances.
Section 7.5 Financial Books and Records. The Treasurer shall keep accurate books and records of all receipts collected and disbursements made by the Corporation. The Treasurer shall deliver a monthly financial statement to the Board and a formal written statement of all income and expenditures at the annual member meeting.
ARTICLE VIII Steering Committee
There may be a Steering Committee composed of members to act informally, provide consultation, and advice to the Board of Directors, officers and to the membership. Membership in the Steering Committee is voluntary and open to any member in good standing as appointed by the Coordinator and approved by the Board of Directors. The Steering Committee may make recommendations to the Board of Directors, officers and to the membership, but such recommendations shall not be binding.
ARTICLE IX Annual Gathering
The annual Gathering shall take place during a weekend in October, on a date and location as approved by the Board of Directors.
ARTICLE X Indemnification
Subject to any applicable statute, any Director or Officer of the Corporation shall be indemnified and held harmless by the Corporation to the fullest extent of the law. This includes, but is not limited to, a party to any action, suit, or proceeding, by reason of the fact of being a testator or intestate representative, is or was a Director, Officer, Agent, or Employee of the Corporation. The Corporation shall provide reasonable expenses, including attorney’s fees, actually and necessarily incurred in connection with such action, suit, or proceeding. Notwithstanding the foregoing, no indemnification shall be made by the Corporation of any judgment or other final determination, if the acts were committed in bad faith or were the result of active or deliberate fraud, dishonesty, or clear and gross negligence.
ARTICLE XI Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the members at the annual membership meeting upon two-thirds (2/3) vote of the members present, or (2/3) of those voting electronically. The Board of Directors shall vote to approve bylaw changes and present the amendments to the membership at the annual membership meeting or electronic vote.
ARTICLE XII Dissolution
The Corporation may be dissolved upon two-thirds (2/3) vote of a quorum of the Board of Directors and two-thirds (2/3) vote of the members present at the annual meeting. Upon dissolution, the Directors shall wind up the affairs of the Corporation and shall distribute the assets of the Corporation in a manner consistent with law and its status as a non-profit corporation.
