Article I: The American Alpine Club

1.1. Name. The name of this Corporation shall be THE AMERICAN ALPINE CLUB (hereinafter, AAC).

1.2. Purpose and Governance. AAC is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder or the corresponding section of any future federal tax code (the “Code”). Specifically,

The cultivation of mountain and climbing craft, the promotion of good fellowship among climbers; and

The study of the world's high mountains and climbing environments, 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 climbing; and

Promoting and disseminating knowledge about the mountains, mountaineering, and climbing in general through its meetings, publications, libraries, and digital assets; and

The conservation and preservation of the mountain and climbing environment; and

The representation of the interests and concerns of the American climbing community.

Unless otherwise stated in the Articles of Incorporation, these Bylaws or actions of the Board, the activities of AAC shall be governed by the Colorado Revised Nonprofit Corporation Act (hereinafter, the “CO Act”) and the Pennsylvania Nonprofit Corporation Law of 1988 (the “PA Act”), provided, however, that to the extent that there is any conflict between the CO Act and the PA Act, the latter shall control.

1.3. Principal Office. The principal office of AAC shall be in the State of Colorado as may be fixed from time to time by the Board.

1.4. Other Offices. AAC may have other offices, either within or outside of its state of incorporation, as selected by the Board.

Article II: Board of Directors

2.1. Powers. The affairs of the AAC shall be managed by the Board, whose powers and duties shall be to supervise and control the business, property, and affairs of the AAC except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws.

2.2. Number and Qualifications. The Board shall comprise no fewer than three (3) individuals and no more than thirty (30) individuals. Directors must be at least eighteen (18) years of age.

2.3. Director Liability. Each Director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the AAC. If a Director acts in good faith and in a manner that is reasonably in line with the best interests of AAC as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the AAC, as further provided in Article VIII. Directors who fail to comply with this section or Article VIII of these Bylaws shall be personally liable to the AAC for any improper acts as otherwise described in these Bylaws.

2.4. Election and Term of Office. Directors are to be voted on and elected at a meeting of the Board unless a special meeting is expressly called to remove a Director or fill a vacancy. The term of office for Directors shall be three years but may include staggered terms, as determined by the Board from time to time. A Director may be reelected to serve a limit of two full terms. After serving two full terms, a Director is eligible for re-election only after an absence of at least 12 months from the Board.

2.5. Removal. At any meeting of the Board called expressly for that purpose, any Director may be removed by an affirmative 2/3 vote of the remaining current Board.

2.6. Vacancies. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining Directors, provided that any such Director who fills a vacancy is qualified to be a Director and shall only hold the office for the term specified in Section 2.4. of these Bylaws and until a new Director is duly elected by the Board. Any vacancy to be filled due to an increase in the number of Directors may be filled by the Board for a term lasting until the next annual election of Directors by the Board or a special meeting called for the purpose of electing Directors. Any Director elected to fill a vacancy which results from the removal of a Director shall serve the remainder of the term of the removed Director and until a successor is elected by the Board. Vacancies on the Board of Directors will be filled by a majority vote of the Board.

2.7. Meetings of the Board of Directors. The Board shall hold at least one meeting per year and shall hold such other meetings as it deems appropriate at such time and location, or by means of remote communications, as it designates. No other notice of the date, time, place, or purpose of these meetings is required.

2.8. Special Meetings. Notice of the time, day, and place of any special meeting of the Board shall be given in writing, personal communication or electronic transmission at least two (2) business days before the meeting. The purpose of a special meeting shall be stated in the notice.

2.9. Action By Directors Without A Meeting. Any action which may be taken at a meeting of the Board (or its committee) may be taken by a majority vote of the board, or the amount otherwise required to approve the action, whichever is greater, by electronic means or otherwise. If any one Director objects to the action without a meeting within 5 business days of the notice, then the business at hand must be conducted at a regular or special meeting. Prompt notice of the taking of an action by Directors without a meeting by less than unanimous consent shall be given to all Directors.

2.10. Notice of Meetings. Regular meetings of the Board must be held with reasonable notice of the meeting's date, time, place, or purpose as provided in Article VII.

2.11. Quorum of the Board of Directors; Proxy Votes. A simple majority of the number of Directors serving on the board at the start of the meeting shall constitute a quorum. Each Director entitled to vote may do so at meetings at which they are in attendance as provided in these Bylaws, but not by proxy.

2.12. Manner Of Acting. Subject to the laws of the state of incorporation, as may be amended from time to time, the act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation, these Bylaws, or the PA Act require a greater percentage.

2.13. Waiver of Notice. A Director waives the notice requirement if that Director attends or participates in the meeting unless a Director attends the meeting for the express purpose of promptly objecting to any business transaction because the meeting was not lawfully called or convened. A Director may waive notice by signed writing, delivered to the AAC for inclusion in the minutes before or after the meeting.

2.14. Executive and Other Committees. The Board may create and terminate committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. All committees must record regular minutes of their meetings. The creation or appointment of a committee does not relieve the Board or individual Directors from their standard of care described in Section 2.3. of these Bylaws. The Board has the following standing committees, which may not be terminated, their duties outlined in board-approved charters:

a. Executive Committee. Between the meetings of the Board, the affairs of the AAC shall be conducted by an Executive Committee, the members of which shall be the officers of the AAC as defined in Article IV of these bylaws, and any additional committee members may be appointed by the board. The Executive Director shall serve as an ex-officio member of the Executive Committee.

b. Governance Committee. The Governance Committee upholds governance best practices for the AAC. The Committee's primary role is to support the Board of Directors in matters related to AAC's governance and to identify and recommend potential Directors for the AAC.

c. Finance Committee. The Finance Committee assists the Board in fulfilling its fiduciary responsibilities, including oversight of investments, of the Board of Directors.

d. Development Committee. The purpose of the Development Committee is to support and advance the fundraising and development efforts of the AAC.

2.15. Compensation of Directors. Directors shall not receive compensation for their Board services but may be reimbursed for expenses related to Board service. Directors may be compensated for services to the AAC unrelated to their service as Board members.

2.16. Loans. No loans may be made by the AAC to any Director.

2.18. Action Of Directors by Communications Equipment. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment, which allows all persons participating in the meeting to hear each other at the same time. A Director participating in a meeting by remote means is deemed to be present in person at the meeting.

Article III: Membership

3.1. Classes, qualifications and dues. The Board shall determine the classes, qualifications, dues, terms, and other conditions of Membership at their discretion.

3.2. Membership Policy: Nondiscrimination. The AAC will not discriminate with regard to age, gender, class, sexual orientation, national origin, color, race, religion, creed, marital or familial status, AIDS/HIV status, or the presence of any disabling mental, physical, or sensory condition.

3.3 Forfeiture of Membership. A Membership may be terminated or suspended for non-payment of dues, delinquency in payment, or due cause as determined by the CEO/Executive Director or Executive Committee of the Board. A Member may be reinstated upon payment of dues in effect at the time of reinstatement. Notice of termination for reasons other than failure to pay dues shall be given to the Member by electronic communication or first-class or certified mail sent to the last address of record for the Member shown on the records. The notice shall state the reasons for termination, which shall be effective fifteen (15) days after the date of the notice. A Member who objects to the termination may appeal the decision to the Board by submitting a detailed statement to the AAC within thirty (30) days after the date of the notice. The Board shall consider the appeal at its next regular meeting. The termination shall be effective unless and until the Member is reinstated by the Board and/or the CEO/Executive Committee.

3.4. Regions, Sections, and Chapters of Membership. The CEO/Executive Director may designate Regions, Sections, and Chapters, within or outside the United States., Such Regions, Sections, or Chapters shall operate in accordance with the provisions of these Bylaws and provisions in chapter charters. Each Regions, Section or Chapter shall operate within the policies and guidelines as set by the Board and CEO/Executive Director and support for the purpose of coordinating and aiding in the general purposes of the AAC and may not be inconsistent with these Bylaws or the Charter or interfere in any way with the activities or affairs of the AAC.

3.5. Meetings of The Membership. There shall be at least one annual meeting of Active Members in good standing each calendar year for an annual report of activities. Meetings may use electronic technology in lieu of in-person meetings, including webcasts, tele-conferences, or other such tools as are available. Notice of such Annual Meeting, stating the date, time, and location shall be communicated to Active Members at least thirty (30) days and no more than sixty (60) days prior to the meeting.

Article IV: Officers

4.1. Officers and Election. The Officers of this AAC shall be a President, a Vice President, a Secretary, and a Treasurer, who shall be elected by the Board from among their own numbers. The term of the President is two (2) years. The term of the Vice President, Secretary, and Treasurer is one (1) year. The Board may designate any officer to serve as President-Elect, and if this designation is made, the President-Elect may serve as President after the incumbent’s term expires or is otherwise terminated. Such Officers shall serve on the Executive Committee of the Board and shall be empowered to exercise the powers of the Board when the Board is not in session, reporting to the Board for ratification at its next meeting.

The election of Officers shall be conducted by ballot. Officers shall, upon election, be given responsibility for carrying out their aforementioned powers and 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.

4.2. Removal And Resignation. Any officer may be removed by a 2/3 vote of the remaining Board of Directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights of any of the persons so removed. The appointment of an officer does not, by itself, create contract rights. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

4.3. President. The President shall have general supervision of the AAC’s affairs and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board.

4.4. Vice President. During the absence or disability of the President, the Vice President may exercise all functions of the President. The Vice President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board.

4.5. Secretary. The Secretary must:

a. Issue notices for all meetings and actions of the Board;

b. Accept all requests for special meetings of the Board;

c. Keep the minutes of all meetings; and

d. Make reports and perform duties as are incident to the office or are properly required of them by the Board.

4.6. Treasurer. The Treasurer shall:

a. Have custody of all the organization’s monies and securities and keep regular books of account;

b. Disburse the AAC’s funds in payment of the just demands against the AAC or as may be ordered by the Board, taking proper vouchers for such disbursements; and

c. Provide the Board with an account of all their transactions as Treasurer and of the financial conditions of the office properly required of them by the Board.

In the event of the absence or disability of the President and Vice President, then the Treasurer shall perform such duties of the President.

4.7. Delegation. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, Director, or staff.

4.8. Vacancies. Vacancies of an Officer or a nominee for office that occur because of death, resignation, or other factors shall be filled by the Board at any regular or special board meeting; however, should a vacancy occur in the office of the President, the President-elect or Vice President shall succeed them immediately, without further action by the Board.

4.9. 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.

4.10. Executive Director/CEO. The AAC may employ an Executive Director or CEO who shall be appointed, employed, and discharged by the Board. If so appointed, the Executive Director/CEO shall manage the affairs of the AAC according to the policies, principles, practices, and budget authorized by the Board and shall be responsible, subject to the control of the Board, for managing the AAC’s finances and programs. The Executive Director/CEO shall also be responsible for staff management, including hiring, training, performance reviews, disciplinary action, and discharge. The Executive Director/CEO shall serve as an ex-officio, non-voting member of the Board and the Executive Committee. For the purpose of determining the number of Directors, the Executive Director/CEO shall not be considered a member of the Board. The Board shall approve any compensation and benefits to be paid to the Executive Director/CEO. In coordination with the Board of Directors, the Executive Director may assign specific duties of officers to staff.

4.11. Liability. Each officer is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the AAC. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the AAC as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the AAC as further provided in Article VIII. Officers who fail to comply with this section or Article VIII of these Bylaws shall be personally liable to the AAC for any improper acts as otherwise described in these Bylaws.

Article V: Books and Records

5.1. Meeting Minutes. As required by these Bylaws, the AAC must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate records.

5.2. Retention Of Records. The AAC shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by the committee on behalf of the Board, and all waivers of notices of meetings.

5.3 Accounting Records. The AAC shall maintain appropriate accounting records.

5.4. Legibility Of Records. Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request.

5.5. Right To Inspect. Any Director or Director representative has the right, upon written request delivered to the AAC, to inspect and copy the following documents of the AAC during usual business hours:

a. Articles of Incorporation;

b. These Bylaws;

c. Minutes of the Board proceedings;

d. Annual statements of affairs; and

e. The other documents held at the principal address pursuant to these Bylaws.

The AAC acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall be attached to the Secretary as part of the duties described in Section 4.5 of these Bylaws.

Article VI: Execution of Instruments, Deposits, and Funds

6.1. Execution of Instruments. The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the AAC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AAC, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the AAC by any contract or engagement or to pledge its credit, or to render it liable monetarily for any purpose or in any amount.

6.2. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of AAC shall be signed as set forth in Board approved fiscal procedures and policies.

6.3. Deposits. All funds of the AAC not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Board of Directors may direct. Any withdrawals of funds and checks shall be governed by policies established by the finance committee and approved by the Board of Directors.

6.4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of AAC, in accordance with any policies or procedures adopted by the Board of Directors, as applicable

Article VII: Notices

7.1 Methods Of Notice. Except as may otherwise be required by law, any notice or communication required by the Articles of Incorporation, these Bylaws, or any other laws to any officer or Director may be delivered personally, by electronic means, email, facsimile, by mail, or in any other lawful manner that is retrievable and capable of retention by the recipient. Oral notification is sufficient only if accompanied by a written record of the notice in the AAC books/records. Notice is effective at the earliest of;

a. Receipt;

b. Delivery to the proper email address or telephone number of the Director(s) as shown in AAC’s records; or

c. Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

7.2. Duty To Notify. All Directors, officers, employees, and representatives of the AAC must notify the AAC of any changes to the individual’s contact information.

Article VIII: Indemnification; Standards of Conduct

8.1 Discharge of Duties. Each Director will discharge the Director’s duties as a Director, including the Director’s duties as a member of a committee of the Board of Directors, and each officer will discharge the officer’s duties under that authority (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the Director or officer reasonably believes to be in the best interests of the AAC.

8.2 Conflict of Interest Policy. The AAC prohibits Directors and officers from creating an actual conflict of interest, or the appearance of a conflict of interest. Therefore, any transaction or financial relationship with the AAC in which a Director, officer or a party related to a Director or officer has a direct or indirect financial interest must be fully disclosed and approved by the Board of Directors before entering the transaction. Each Director and officer shall read and agree to be bound by the AAC’s Conflict of Interest Policy.

8.3 Scope of Indemnification. The AAC shall indemnify each Director, officer, employee and volunteer of the AAC to the fullest extent permissible under the law, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section. Any indemnification shall be limited to proceedings brought or threatened that are directly related to or arising out of the individual acting in their official capacity. In the event an individual is entitled to indemnification by the AAC, such individual shall be indemnified or compensated for reasonable expenses incurred as a consequence of being connected to the AAC and serving in good faith on its behalf. The AAC shall have the right, but shall not be obligated, to indemnify any agent of the AAC not otherwise covered by this Section to the fullest extent permissible under the law.

8.3 Savings Clause; Limitation. If any provision of the CO Act, the PA Act, or these Bylaws dealing with indemnification shall be invalidated by any court on any ground, then the AAC shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the CO Act, the PA Act, or these Bylaws that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the AAC shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the AAC as an organization described in section 501(c)(3) of the Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Code.

8.4 Reliance on Information, Reports, Etc. In discharging duties, a Director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the AAC whom the Director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the Director or officer reasonably believes are within such person’s professional or expert competence; or (iii) in the case of a Director, a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or officer is not acting in good faith if the Director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section unwarranted.

Article IX: Special Acts

9.1. Special Signing Powers. If the President holds an interest that exists outside of the capacity of being President, then any agreement involving such interest must be signed by a separate individual officer to duly bind the AAC to such an agreement or instrument.

9.2. Mergers. Following the approval by 2/3 of the Board, in order for any consolidation or merger to be effective, it must follow the process set out under the laws of the state of incorporation. Any merger resulting in the loss of the AAC’s nonprofit or tax-exempt status is prohibited under these Bylaws, except as otherwise approved by 2/3 of the Directors of the Board.

9.3. Conversions. Following the approval by the Board, in order for any conversion of the AAC to another organizational structure to be effective, it must follow the processes set out under the laws of the state of incorporation. Any conversion resulting in the loss of the AAC’s nonprofit or tax-exempt status is prohibited under these Bylaws, except as otherwise approved by 2/3 of the Directors of the Board.

9.4. Dissolution. Following the approval of 2/3 of the Directors of the Board, in order for the AAC to be dissolved, it must follow the process set out under the laws of the state of incorporation.

9.5. Distribution Of Assets. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by a court with proper jurisdiction.

ARTICLE X: Miscellaneous

10.1 Confidentiality. As part of their fiduciary duties owed to the AAC, all Directors, officers, committee members, and other agents of the AAC are expected to maintain appropriate confidentiality of information related to the AAC, including donor, member and supporter lists and related records, fundraising strategies, financial information about the AAC, organizational plans, marketing information, expense information, personnel matters, and computer passwords (all whether in electronic or paper format), and to prevent unauthorized disclosure to any outside party, except to the extent such information is otherwise disclosed in accordance with the ordinary course of business to the public or third parties or otherwise is required to be disclosed under applicable law. Such confidentiality is expected to be maintained at all times subsequent to service to the AAC.

10.2 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of the AAC shall take any action or carry on any activity by or on behalf of the AAC not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code. Further, every Director, officer, employee, or representative of the AAC shall comply with Section 501(h) of the Code, provided that AAC has not terminated its election under such provision.

10.3 Non-Discrimination. The AAC is committed to a policy of fair representation, and will not discriminate on the basis of race, color, creed, religion, gender, national origin, disability, age, political belief, marital or family status, sexual orientation, or any other status.

ARTICLE XI: Amendments

11.1. By Directors. The Board can make, alter, amend, and repeal the AAC’s Bylaws. Any alteration, amendment, or repeal of the Bylaws shall be effective following a majority vote of the Board.

11.2. Compliance With State Law. Any amendment to the AAC’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions where the AAC is incorporated and operates or conducts business.

These Bylaws are adopted by resolution of the AAC's Board of Directors on this second day of December 2023.