Adopted October 15, 1995
As Amended September 27, 2014
As Amended October 2, 2016
As Amended October 1, 2017

Name: The name of this organization shall be American Long-Distance Hiking Association-West; abbreviated ALDHA-West.

Objectives: The mission of this organization is to provide community education and information about long-distance hiking to the public; teach environmentally responsible backcountry skills and trail etiquette practices; promote fellowship and communication in the long-distance hiking community; recognize and encourage those who support long-distance hiking and the long-distance trail angel network; inspire people to experience the outdoors through long-distance hiking; and provide opportunities for members and the public to participate in supportive activities through partnerships with other trail organizations.

Membership:

1. The corporation shall have members. Membership is open to any person supporting the objectives of this organization upon official application and dues payment.

2. Annual dues shall be set by the Board.

Board of Directors:

1. The Board of Directors of this organization shall be:

   1. a President

   2. a Vice President

   3. a Secretary

   4. a Treasurer

   5. five Officers at Large

2. The Board of Directors shall perform the duties described in the parliamentary authority of these bylaws.

3. The Board members shall be elected at general membership meetings to serve a term of two years, and until their successors are elected. The President, Secretary and two Officers at Large shall be elected in odd numbered years. The Treasurer, Vice President and three Officers at Large shall be elected in even numbered years. The term of office shall begin at the adjournment of the general membership meeting.

4. The election or re-election of directors shall occur by a simple majority of those voting members present.

5. No person shall hold office if they are not a member, and no member shall hold more than one office at a time.

6. Any director may be expelled by a two-thirds majority vote of the other directors.

7. The Board members shall constitute the governing board of this organization, and shall set policy in accordance with the wishes of the membership, and by majority vote of the officers.

8. In the event a Board member is unable to complete their term of office, the remaining Board members shall select a replacement, by a two-thirds majority vote of the directors already in office, to complete the remainder of the term.

9. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the board to voluntarily excuse themselves and will vacate their seat and refrain from discussion and voting on said item.

10. The president shall be the principal executive officer of the corporation, unless the board hires an executive director (see section o), and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the members and of the board of directors. The president shall sign for and in the name of the corporation all contracts, shares, deeds and other instruments, as authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

11. In the absence of the president or in the event of their death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to them by the president or by the board of directors.

12. The secretary shall take minutes at board meetings, shall attest the authenticity of corporate documents, and, in general, shall perform all duties incident to the office of secretary and such other duties as may, from time to time, be assigned by the board or by the president.

13. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; shall receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected by the board of directors; and in general shall perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to them by the president or by the board of directors.

14. No compensation shall be paid to officers for their services as officers, provided that any person, including an officer, may be compensated for services performed, for the fair benefit of the corporation, according to a resolution by disinterested board members fully aware of the material facts.

15. The corporation may also seek a qualified executive director and such other personnel as the board determines. Such individuals shall serve at the pleasure of the board, that is, unless a written contract states otherwise, they may be terminated with or without cause.

16. A quorum for the transaction of business shall consist of two-thirds of the directors. Directors may attend meetings of the board in person or by telecommunication; provided that voting may not be proxy, and provided further that all directors participating must be able to hear each other, simultaneously, during the meeting.

17. Notice of the time, place, and reason for each meeting shall be given at least 48 hours prior to such meeting. Notice may be given by phone, e-mail, or in person, provided that attendance shall be a waiver of notice. Except as otherwise provided herein, the board may act (A) at a proper meeting on the affirmative vote of a majority of directors present or (B) without a meeting after securing written consents from all directors describing the action to be taken.

Meetings:

1. A general membership meeting shall be held annually, during the Gathering, or as announced by the Board at least 14 (fourteen) days in advance.

2. A special membership meeting may be called by the President or upon written request of 20 members.

3. Twenty members shall constitute a quorum.

Committees: As a volunteer driven organization, ALDHA-West grows and draws its strength from active committees. The committees shall be designated by the Board as Standing Committees or Appointed Committees. The President shall be an ex-officio member of all committees.

1. Standing Committees: The Board shall recognize those committees with ongoing agenda, which meet on a regular basis, as Standing Committees. A Standing Committee may elect its own chair and non-voting representative to the Board.

2. Appointed Committees: Appointed Committees shall be formed at the discretion of the Board. The President, with Board approval, shall designate chairs of those committees. The chair shall be the committee non-voting representative to the Board.

Parliamentary Authority: The rules contained in the Modern Edition of Robert’s Rules of Order shall govern this organization in all cases where they are not inconsistent with these bylaws and any special rules of order the organization may adopt.

Amendment: These bylaws may be amended at any general or special membership meeting as defined in article V by a 2/3 (two – thirds) vote of the members present.

Appointments: The Board of Directors shall appoint the Gathering coordinator and any other positions as shall be determined to be necessary.

Amendment (2017) No Board Member may serve more than 3 consecutive terms on the board in an elected position. Before serving a fourth term, the board member must sit out a minimum of one year.