This Mazama, like so many other members, spends as much time as possible in the outdoors. He divides his time recreating and volunteering with the Mazamas, and running his own adventures through his company, Loco Por La Ventura.
He has been instrumental in launching and continuing the Mazamas first all-Latino Basic Climbing Education Program team and a Latino Affinity Group. He aims to introduce as many Latinos as possible to the natural splendors of the Pacific Northwest and beyond.
What’s your earliest outdoor memory? I lived the first two years of my childhood around the mountains with my grandma, which was my first and memorable connection with nature and the outdoor environment.
How did you first hear about the Mazamas, and what prompted you to engage with the organization? I’ve been teaching and being outdoors in my lovely country Venezuela for the last 15 years and then moved to the USA in 2015.
I heard about the Mazamas through google when I came to Portland. At that time, I had no idea how to continue my mountaineering/climbing development. Then I just showed up at the Mazamas’ front desk, and a kind person (btw I don’t remember her name) oriented me on how to move on with my adventurous spirit.
Now I’m part of the process of climbing, volunteering, and teaching the Latino community how to introduce outdoor activities into their lives and learn at the same time with the Mazamas.
As more people seek to recreate outdoors, what advice would you offer them? Please check referral pages, read a book, and look for people with interests in common. If you are in PDX, please visit the Mazamas and they will help out. Also, if you want to practice Spanish and know about adventure, I have a dedicated website for outdoors (just check out www.locoporlaaventura.com)
What activities/situations/people most inspire you? Pick one: I am very inspired by passionate and driven people who help other people to move forward. I admire those who show the safe and enjoyable mountaineering world, especially Ueli Steck. He was a Swiss mountaineer who pushed human limits in many ways. He was a great inspiration to me.
What is your favorite book/movie/TV show/social media account that you follow and why? IG @colinobrady is an account of a local climber who crosses Antarctica solo and also he is a motivational speaker with an awesome emotional history. He is an incredible human being.
What’s on your adventure bucket list? I climbed Mt.Urus Este (Peru) in 2013, and I hope to climb Denali, Aconcagua, and a few wild peaks of the Alaska Range mountains. I also would love to hike the Pacific Crest Trail at some point.
Roberta Zouain on the summit of Mt. Rainier/June 2021
Born in Brazil, Roberta Zouain has called Oregon home since 2015. Ever the outdoors person, she grew up camping, swimming in rivers, snorkeling/sailing in the ocean. After moving to the Pacific Northwest, she fell in love with the mountains and snow.
Name: Roberta Zouain
Pronouns: she/her
Year Joined Mazamas: 2018
Present-day outdoor activities: Hiking, climbing, all sorts of skiing, and occasionally running and biking
What’s your earliest outdoor memory? Camping with my brother and cousins and swimming in the river
How did you first hear about the Mazamas, and what prompted you to engage with the organization? I first heard about the Mazamas from a co-worker, but at the time I never thought I would ever get into mountaineering. Years later, after having climbed Mount St Helens, I was planning on climbing Mount Adams and remembered Mazamas members got rescue insurance, so I signed up before my climb. A few months after that, in 2019, I decided to take BCEP, and since then I’ve been involved taking and instructing different classes.
As more people seek to recreate outdoors, what advice would you offer them? Just get out there, don’t worry too much about whether you have the right gear or if you are not necessarily racking up miles or vertical feet. And finding a community you can connect to can really help, too. The Mazamas offers several programs such as hikes and rambles, as well as affinity groups that can provide a safe space to communities who have historically been excluded from outdoor recreation.
What activities/situations/people most inspire you? Pick one: I really admire people working to make the outdoors more accessible for everyone. Organizing these groups is such a tough job, and I’m incredibly thankful for those dedicated to breaking down the barriers to the sports we love. There are so many organizations in our community and within the Mazamas itself, naming just one would be impossible 🙂
What is your favorite book/movie/TV show/social media account that you follow and why? I love following @pattiegonia on Instagram! The work she does around promoting inclusiveness in the outdoors and environmental activism is incredible. And the memes are always on point.
What’s on your adventure bucket list? I’d love to hike and climb the Dolomites in Italy.
New to the Pacific Northwest and well-traveled, Chris Donato is an avid rock climber and musician. He’s played in bands since he was 16. As for mountaineering goals, he aims to climb the tallest peaks of the Cascades.
Name: Chris Donato
Pronouns: he/him/his
Year Joined Mazamas: 2022
Present-day outdoor activities: mountaineering, rock climbing, snowboarding, hiking
What’s your earliest outdoor memory: I remember my mom taking me to the hiking trails around Brewster, NY, about 30 minutes north of our home in Westchester County. We would walk the trails for hours on end, and she would give me practice following the different marked trails. It really cemented my love of the outdoors from an early age.
How did you first hear about the Mazamas, and what prompted you to engage with the organization? My partner and I moved to Portland, OR specifically to be closer to the natural beauty of the PNW, and wanted to get involved with an organization that both facilitates the enjoyment and conservation of these treasures. After a quick online search, I found the Mazamas and immediately joined.
As more people seek to recreate outdoors, what advice would you offer them? Try as many outdoor activities as you can. There are so many ways to have fun outdoors, whether it’s the adrenaline-seeking rock climbers or the more laid back nights around the campfire – there are ways for everyone to have fun and connect to the outdoors. If you are going to try some more high-energy activities, I highly recommend taking an intro class (like BCEP!), as it’s a great way not just to learn foundational skills, but also meet fellow adventurers that you can build lasting bonds with.
What activities/situations/people most inspire you? Pick one. Through previous jobs, I had the opportunity to meet dozens of people who’ve worked tirelessly to build a better world, but the one that will always have a place in my heart was Vice President Walter Mondale, who not only led conservation efforts in Minnesota while in office, but continued to do so for the rest of his life.
What is your favorite book/movie/TV show/social media account that you follow and why? @savethebwca – it was the first conservation organization I worked for and it taught me the importance of speaking loudly for quiet places. The people I met continue to inspire me to this day.
What’s on your adventure bucket list? This year I want to climb the North side of Mt. Adams, after summiting the south side in 2022. It was my first 12K+ ft peak, so it has a special place in my heart. Outside of the PNW, I really want to get over to the Alps and climb Mt. Marmolada and within 5 years, Mt. Blanc.
By Kaleen Deatherage, Mazama Interim Executive Director
On January 31, 2023 I became a member of the Mazamas.
This wouldn’t be noteworthy, except that while I’ve come close—the chicken ledge on Mt. Thielsen—I’ve never summited a glaciated peak. Until the results of our special election were tallied and our new restated bylaws were passed, my failure to achieve that last 80 feet left me ineligible to become a Mazama.
And yet, for the past 14 months I’ve led the Mazamas as your Interim Executive Director. I’m a native Oregonian who grew up camping, hiking, and recreating in the amazing outdoor spaces of the Pacific Northwest.
I am PASSIONATE about protecting our forests, rivers, lakes, and mountains. I spend countless hours of my free time teaching young people to love and respect the outdoors through my volunteer service to the Boy Scouts of America. Every summer you’ll find me at Scout Camp teaching merit badges like orienteering, wilderness survival, and emergency preparedness.
I’ve completed three 50+ mile backpacking trips on the Pacific Crest Trail. In 2014, I was one of four adults who took eight teens on an 11-day backpacking trip at the Philmont Scout Ranch in northern New Mexico that included summiting Mt. Phillips and then spending the night at an elevation of 11,742 feet. Last summer, I was back at Philmont where we made the summit of the highest peak on the ranch, Mt. Baldy at 12,441 feet.
I’ve lost count of the number of trail tending teams and conservation projects I’ve participated in, because I want to be a role model for what stewarding our natural resources can look like. All of these passions and interests make me very similar to most of you who have been Mazama members for many years.
And now, I can join you, as a member and together we can continue our legacy of teaching people to love, safely use, and protect our forests and mountains. This is an exciting time for the Mazamas. There are lots of people in our community who, like me, haven’t summited a glaciated peak–yet, or maybe ever.. People who care about recreating responsibly and who want to be of service and steward our precious outdoor environments.
As of January 31st, these similarly mission-oriented people can now be added to our ranks. So let’s shout it from the rooftops, COME BE A MAZAMA.
I’ll be sharing our new membership standards with the entire Scouting community in Oregon and SW Washington. I’m going to share it with my peers at Page Two Partners, great people who similarly love to be active in the outdoors. Many of them even said to me when I began working with the Mazamas, “Oh, I’d love to join the Mazamas, I just haven’t had time in my life to learn how to and then summit a glaciated peak.”
Becoming a larger organization with a growing membership doesn’t diminish us, it enhances us. So, I leave you with this question. Who are you going to invite to become a member of the Mazamas?
By Jeff Hawkins, Mazama Nordic Backcountry Ski Instructor
I learned about the Rottefella Xplore binding last winter and purchased a pair along with new skis and boots for this winter. I’ve been out on them about 10 times, and it’s time for a review. In short, they are fantastic, and I love them. I’ll never go back to NNN-BC.
Before sharing details it’s important to know that I ski Nordic backcountry – away from forest roads, away from trails, never in groomed tracks, and I rarely encounter other skiers or even another set of tracks. A perfect ski day is 8-12 miles of breaking trail with plenty of climbing and tele turns. This is Nordic backcountry not AT backcountry; I do that too, but not on this gear.
I paired the Xplore bindings with Fischer OTX Excursion 88s and Madshus Panorama boots. This is a lot of change, which makes separating the impact of the bindings from the other equipment a bit difficult. What I can say for sure is that I’m executing tele turns way better this year. Yes, my skills have improved, but I think it’s mostly the equipment.
The Binding
Rottefella borrowed from AT bindings with a twist. Custom-engineered spring plungers are installed in each side of the boot, and the plungers snap into slots in the binding. This yields the wide and stiff connection between boot and binding of the AT binding, along with the ability to step-in and release while standing.
Video showing the release mechanism.
What I Like
Control. I noticed this instantly. On the first few strides and turns, it was immediately apparent that the connection between my foot and ski was more solid. Some of this improvement might have been the Madshus Panorama boot, which is a bit sturdier than the Madshus Glittertind that I previously skied on NNN-BC bindings.
Range of motion. The Xplore binding pushes back against the toe of the boot just as the NNN-BC binding does. With the regular insert, the push-back feels less than the NNN-BC, which allows for a longer stride before the ski lifts off, and yet it is still stiff enough to keep the heel of the ski up when lifting the ski through corners. The zero push-back (free pivot) and stiff push-back (hard flex) inserts need to be ordered separately (Rottefella calls them the Free Pivot and Hard Flex). I haven’t tried them, but I can see the advantages – zero push-back insert for long flattish tours where getting the most out of the kick and glide is important, and the stiff push-back insert when working through challenging terrain with lots of direction changes.
Snow/ice clogging. One of my main complaints about the NNN-BC is the wad of snow/ice that builds up in the central slot of the binding that puts an annoying upward pressure on the bottom of the foot between toes and the ball. This doesn’t happen on the Xplore. Yes, some build-up does happen, especially on the heel plate, but it is easily cleared by stomping down once or twice.
My other big complaint about the NNN-BC is when snow/ice clogs the pin clamping mechanism making it difficult to snap binding closed. Multiple attempts are sometimes required even after clearing both the mechanism and the boot. The Xplore solves this problem too.
Entry and exit while standing. Because I rarely get in and out of the bindings other than at the start and end of the trip, bending over to close the binding isn’t a big deal for me, but Rottefella thought about this too and it’s a nice feature. Lining up the spring plunger pins to snap into the bindings requires precise foot placement and if you haven’t done it just right, one side might not have snapped-in. Be sure to give the boot a test twist before launching off. In the 10 or so times out so far, I’ve had ice clog the pin slot on one side of one binding once; it was easy to clear.
Heel risers are another nice feature. I haven’t used them and might not for a couple of reasons, I am quite flexible, and they don’t seem convenient to use. I don’t use risers on AT bindings until it gets quite steep so it seems unlikely I’ll use them on Nordic gear where climbing is generally less steep. I also found it challenging to lift the heel risers without removing thick gloves. Ice builds up around the heel risers (see photo above) which might require getting out of the ski to clear the ice. Doing this on a steep slope while also removing a glove seems like a recipe for dropping something down the hill. That said, this is likely a useful feature on long steady ascents.
There is a leash accessory too. These people thought of everything.
Issues
After this glowing report,I need to share one known issue. It’s a manufacturing problem that Rottefella knows about and has arranged to fix. On some boots, Alpina and Alfa per this report, the spring plunger can get stuck in. See photo below (notice the second image is of the opposite side of the boot). I have not experienced this issue with the Madshus Panorama boot.
This would be a big deal, and probably a deal-breaker, if there wasn’t an in-field work around. If the pin is stuck in, press the pin on the opposite side of the boot inward with a tool small enough to depress the pin below the surface of the boot. This will dislodge the stuck pin on the other side. I think the internals are something like this (image below). Notice how pressing in one pin deeply will push out the other.
If a pin on your boot gets stuck, contact support@rottefella.no In the western United States, they will probably instruct you to ship the boots to a company in Henderson, Nevada. The repair and return shipping are free. Shipping to Nevada is on you. Turn-around time is currently around three weeks. Slightly faster if you pay for expedited shipping.
That Rottefella thought about the possibility of a stuck pin and engineered an in-field fix further impresses me as to the overall quality and optimization of this impressive binding. I can see it replacing the NNN-BC standard.
Other Thoughts
The NNN-BC uses a metal clamp on a metal pin. The Xplore uses a metal pin in a plastic slot. I’m curious about the longevity. How long will the plastic last before it wears, and the joint loosens up? Based on how thoughtfully Rottefella engineered all other aspects of the binding, it seems likely they did wear/life testing to find a plastic compound that will last for years. I’ll find out.
And before wrapping up I want to give a shout out for the Madshus Panorama boot and the Fischer Excursion 88 ski. I’m thrilled with both. I’ve worn Alpina and Fischer boots and found both too wide for my feet. Tightening them down causes too much pressure on top of the forefoot without reducing width,leaving my feet pinched yet slopping around. A friend with wide feet can comfortably wear the Glittertind boot (the predecessor to the Panorama) which fits very similar to the new Panorama. Whatever Madshus did seems to accommodate both wide and narrow. Kudos to them. Other manufacturers should pay attention.
The Panorama boot also has a built-in snow cuff with a draw-cord, so gaiters are not needed. I choose instead to wear my pants over the boots and under the Velcro strap that engages the external boot stiffener (see image below). Either way, you will be unlikely to get snow in the boot.
As for the skis, I used the Fischer S-Bound 78, the precursor to the OTX Traverse 78 (perhaps the same ski with different graphics) for more than ten years. They worked well in backcountry with good glide and good turning. Stepping up in width to the OTX Excursion 88 improved handling in ungroomed conditions. There might be some reduction in glide, but I haven’t noticed it.
When not hard at work at a desk job in Portland, Josh Lupkin can be found giving back to the local construction and mountaineering communities through volunteer efforts and escaping to the high country in pursuit of lunar landscapes.
What’s your earliest outdoor memory (can be anything—iceskating, hiking, sledding, biking, fishing, fort building): Hanging out in a tent pitched in the back 40 of our yard in New Jersey. “Back 40” to a four-year-old is really only a 100-foot deep yard surrounded by pine trees.
How did you first hear about the Mazamas, and what prompted you to engage with the organization? I heard about the Mazamas through a friend I met on the summit of Mt Adams. At the time, I had no idea what I was doing with regards to mountain climbing, nor did he. We felt taking the beginner climbing class (BCEP) with the Mazamas would be a good idea; so we did. I’ve been climbing, volunteering, learning, and teaching with the Mazamas ever since.
As more people seek to recreate outdoors, what advice would you offer them? Take a class or learn from an experienced friend before venturing out into the wilderness. Learn and live by leave no trace principals. Respect trail etiquette, especially with regard to preserving boot, ski, and snowshoe tracks in the alpine.
What activities/situations/people most inspire you? Pick one. I am very inspired by those who volunteer a great deal of their time to teaching others how to be safe and respectful in the climbing environment. Specifically, Jay Satak and Matthew Sundling (Mazama climb leaders) have been very impactful mentors to a significant number of climbers.
What is your favorite book/movie/TV show/social media account that you follow and why? I’m currently reading Spitsbergen by Hugo Nünlist, the story of a 1962 Swiss Spitsbergen scientific expedition. I really enjoy reading about early alpine explorations in the 19th and 20th century.
What’s on your adventure bucket list? Torment-Forbidden traverse, Ingles-Stuart-Sherpa traverse, and life goal to continue backpacking into my 80’s.
If you are a member and wish to participate in our occasional Friday blog post “Meet the Mazamas,” the questions will remain the same, so drop your responses and a photo of yourself in an email to ginabinole@mazamas.org
We are launching an occasional Friday feature. We’re just getting started, but we hope y’all want to learn more about the Mazamas. If you are a member and wish to participate, the questions will remain the same, so drop your responses and a photo of yourself in an email to ginabinole@mazamas.org
We’re kicking things off with Ali Koch, co-founder & director of adventure for Peak Recovery , which through the Alano Club of Portland has partnered with the Mazamas and is sponsoring a nine-member Basic Climbing Education Program (BCEP) team this year.
What’s your earliest outdoor memory (can be anything—iceskating, hiking, sledding, biking, fishing, fort building): My mom teaching me to ski on Mickey Mouse skis at the age of 3 in Lake Tahoe and playing in tide pools near our home in San Francisco.
How did you first hear about the Mazamas, and what prompted you to engage with the organization? My mom did BCEP in 2008 and joined the Mazamas. She then started climbing all kinds of mountains with Mazamas and eventually started volunteering as a hike leader. She’s the one who encouraged me to start hiking to suppport my mental and physical wellness. She took me up my first glaciated summit in 2015.
As more people seek to recreate outdoors, what advice would you offer them? Find an outdoor mentor (or a few) and ask them to show you the ropes. In addition to my mom, my dear friend and fellow Mazama, John Creager, has been an amazing mentor to me!
What activities/situations/people most inspire you? Pick one. I am inspired by people who remain humble as they accomplish amazing feats. I am also inspired by other people in mental health or substance use recovery who use nature and movement as medicine.
What is your favorite book/movie/TV show/social media account that you follow and why? IG @mountainsformentalhealth an account run by a therapist who climbs mountains to raise awareness around mental health and suicide prevention
What’s on your adventure bucket list? I climbed Mt. Kilimanjaro in 2019, and I hope to climb Aconcagua, the tallest peak in South America soon. #1 on my bucket list is Vinson Massif, the tallest mountain in Antarctica.
After a three-year hiatus, the Mazamas will resume the annual Used Equipment Sale (UES). Mark your calendars for March 3, 6 p.m. to 8 p.m. at the Mazama Mountaineering Center in SE Portland.
As with many activities making a comeback after COVID, this event will be a bit different. The 2023 UES will be run as a fundraiser for the Mazamas and a way to make the purchase of gear more affordable for our BCEP students, Mazama members, and the greater Portland community.
What that means is the Mazamas will not be accepting gear on consignment to sell on behalf of members as the organization has in the past. We understand people looked forward to the UES as a way to make money on their used equipment, and while we hope you will consider making tax-deductible donations to the Mazamas, we understand if you prefer to explore other avenues.
“We believe this change better reflects our mission to inspire everyone to protect and love mountains,” says Interim Executive Director Kaleen Deatherage. “Historically this event raised about $15,000, and the organization would make about $3,000 from it. Given our current fiscal situation and our desire to eliminate barriers to entry to the outdoors, like expensive gear, we felt that recentering the event as a fundraiser for the Mazamas makes sense for this year.”
Please be thinking of used gear and equipment you’d love to pass along.
Outdoor clothes
Boots
Books
Nordic/Cross Country (XC), telemark skis, randonee and related gear (e.g. boots, poles)
Climbing gear
Camping gear (e.g. stoves, water purifiers
Backpacks
Tents
Snowshoes
Bicycling accesories (e.g. helmets, clothes)
Car Rack systems
The Mazamas is a 501(c)(3) nonprofit, and the fair market value of donated items may be tax deductible. We likely will have multiple dates in advance of March 3 for items to be dropped off at the Mazama Mountaineering Center. Stay tuned. The Mazamas will dispose/distribute any items not sold and provide donors with a tax donation receipt.
Ali Marie & Susan Koch on Dog Mountain. Photo supplied by Ali Marie Koch
In her 20s, Ali Marie Koch struggled with anxiety, an eating disorder, depression and panic attacks.
“I tried a lot of different things to make myself feel better,” Ali recalls. But nothing helped. She even succumbed to her suicidal thoughts with a failed attempt. “When I found myself in a place of hopelessness, I knew I had to create a path back to wellness.”
That path led her to the Mazamas. Well, actually her mother, Susan Koch, a 2008 Basic Climbing Education Program (BCEP) graduate, hike leader and Guardian Peaks award recipient, shepherded her to the organization.
“I didn’t think there were other people like me who were happy on a hiking trail and not walking at the mall,” Susan says. “But I just fell in love with climbing and hiking, and the Mazamas were so kind and made me feel so welcome.”
Susan, a physician with Kaiser, wanted to at least try and expose Ali to the outdoor experiences that positively transformed her life decades before. They began hiking together. Susan waited until Ali’s strength and endurance increased and the wildflowers were peaking. Then she brought Ali up Old Snowy.
“When I stood on top of that mountain, I felt a sense of strength and inner peace I’ve never felt before,” Ali says. “I was connected to something bigger than myself…I thought there was a secret sauce here, which can lead to mental and physical wellness.”
Now 11 years into her recovery, Ali is an active Mazama who enjoys snowboarding, climbing and split boarding. She also aims to offer up some of that “secret sauce” to next year’s BCEP students via the Alano Club of Portland, the largest and oldest recovery center in the United States. Peak Recovery, a project of Alano, supports people in mental health and substance use recovery with free outdoor movement-based programming rooted in a true love of nature.
With Ali as program manager, Peak Recovery is excited to partner with the Mazamas and fund nine BCEP students in 2023 who identify as being in mental health and/or substance use recovery. Peak Recovery will cover the cost of the class and provide transportation in a 9-passenger Sprinter van. After the class, participants in the Peak Recovery cohort will be gifted a membership to the Mazamas to continue on their mountaineering journey.
“The ethos of Alano and Peak Recovery is in line with the Mazamas,” says Joe Preston, BCEP committee chair. “It’s the kind of partnership that will help us be more inclusive and welcoming, and we all want to see efforts like this expand every year.”
In 2022, BCEP put together several affinity teams, including an all-Latino team, an LGBTQ team and a sober team. The Peak Recovery partnership is an 18-month pilot program that Ali and Brent Canode, co-founder and Alano’s executive director, hope will become an ongoing partnership with the Mazamas.
“There’s a popular saying, and one of my favorite truisms in the behavioral health field, which goes like this: ‘The opposite of addiction is connection.’ At Alano Club of Portland we’ve taken that idea a bit further, recognizing that the point of connection must be meaningful and authentic for true community to grow and flourish,” Canode says. “Like most things in life, recovery is not a
One-size fits all journey, and those points of connection must speak in a way that compels a person to reach out and then remain on that path. That’s why we are thrilled to bring Peak Recovery to our community in partnership with the Mazamas, another legacy non-profit with a deep history of service and impact in Oregon.”
Susan and Ali credit the Mazamas in part for the happy, healthy lives they lead today, exposing them to a community of people passionate about movement and time in nature, tightening their family bond with trips that included the summit of Mt. Kilimanjaro and highlighting how resilient they are as women in the healthcare field.
“It’s been such a privilege to spend time in nature with other Mazamas, some of whom we now feel are like family,” Ali says. “It’s now a privilege to light this fire, to share the transformative, healing powers of mountains with others.”
Learn more and register for the course at Peak Recovery under the Mountaineering section for the “Mazama + Peak Recovery” BCEP team.
Applications will go live January 18th, and applications close February 9th
Anyone applying for these 9 spots on the “Mazama + Peak Recovery” BCEP team will all be in the same cohort (which will be led by James Jula from the Mazamas BCEP leader team)
The Mazamas board of directors asked me to review and assess the bylaws and governance structure of Mazamas, an Oregon public benefit nonprofit corporation that is recognized by the IRS as a 501(c)(3) public charity. In this memo, I address the ways in which the current Mazamas bylaws and governance structure may be out of step with current practices with other 501(c)(3) organizations, run discordant with Oregon’s current nonprofit laws and IRS guidance, and pose potential governance and conflict of interest risks. To remedy these issues, I would advise Mazamas amend its bylaws as discussed in this memo.
Importance of Bylaws and Governance Maintenance
Mazamas last updated its bylaws in 2017, though the structure and basic principles appear to be much older. It is important for Mazamas to keep its bylaws in step with current law and best practices for many reasons, including the following:
Maintenance of Tax-Exempt Status. The IRS recognizes Mazamas as a tax-exempt 501(c)(3) public benefit nonprofit organization. In order to maintain this status, it is important that Mazamas continues to keep good governance practices and operate exclusively in furtherance of its nonprofit mission, as described to the IRS as to “promote mountaineering through education, climbing, hiking, fellowship, safety and the exploration and protection of mountain environments.” 501(c)(3) organizations must operate exclusively for a public benefit are prohibited from conferring significant benefits upon any private individuals or groups of individuals. It is important that the Mazamas governance documents accurately reflect Mazamas’ operation for the benefit of the public and not for the benefit of its members or any other private individuals.
Conformity with Current Oregon Law. Nonprofit organizations in Oregon are governed by the Oregon Nonprofit Corporation Act (the “Act”). The Act was revised by the Oregon legislature in 2020 and, while organizations are not required to update their bylaws when the statute is updated, we recommend that nonprofits do so to ensure that practices are conforming with the current Oregon law. There are a number of provisions in the amended Act that provide organizations with increased flexibility and assist in good governance practices.
Avoiding Confusion and Internal Disputes. It is important for nonprofit organizations to have clearly written and easily digestible bylaws. Nonprofit organizations should be able to refer to their bylaws for clear answers on a number of corporate governance questions, ranging from manner of notice that must be given prior to a meeting to quorum requirements for passing measures. A lack of clarity can lead to internal and external disputes over procedural or substantive matters. The current Mazamas bylaws are relatively unclear and difficult to interpret, particularly as compared to other organizations of similar size and sophistication. As discussed in more detail below, there is a lack of clarity in some major provisions such as quorum requirements and director roles. Some terminology in the bylaws is also confusing – for example, all Oregon nonprofit organizations are required to have a board of directors, but the current bylaws instead call this governing body the “executive council.” The level of authority of the board is also vague and unclear, which runs counter to Oregon law. This lack of clarity increases the chance that the organization will be out of compliance with its own bylaws, potentially invalidating actions. It also leads to an increased risk of internal disputes over governance procedures.
Maintaining Compliance with Bylaws. It is important for a nonprofit organization to be operating in compliance with its bylaws. However, the Mazamas bylaws include a number of outdated provisions, compliance with which may pose a challenge. One example is that the bylaws do not provide for electronic board or member meetings and contemplate only in-person meetings. The Mazamas bylaws should reflect the organization’s current and anticipated future governance practices and be a living document setting forth corporate procedures with which the organization complies.
Proposed Amended and Restated Bylaws
We propose that Mazamas adopt the attached restated bylaws to bring its governance structure up to date and into compliance with current nonprofit law and best practices. The proposed restated bylaws are based on the current Mazamas bylaws and are tailored to the Mazamas needs and structure, but they track the current Oregon nonprofit law. Restating the bylaws in their entirety allows Mazamas to go forward with a clear and concise document.
The chart below is a summary of the significant changes to the Mazamas bylaws presented by the proposed restatement:
Issue
Current Bylaws
Proposed Restated Bylaws
Section
Confusion of roles and responsibilities between directors/executive council and members
Under Oregon law and IRS rules, all nonprofit organizations must be governed by a board of directors. However, the Mazamas bylaws do not clearly define the board and its role and responsibilities. Instead, the current bylaws provide for an “executive council” and include confusing statements, implying that not all “directors” serve on the “executive council.” A board of directors is vital to the governance of a nonprofit organization and essential to its legal validity, so these confusing provisions should be cleaned up and clarified
“Executive council” has been replaced with a “board of directors.” Language regarding director roles and responsibilities has been clarified throughout the document. In particular, Section 4.1 provides that the board shall “exercise, or delegate… all corporate powers and shall direct the management of the Mazamas’ affairs…”
Section 4
Limited board authority is contrary to Oregon law
The role of a board of directors of a nonprofit corporation is to serve as fiduciaries and steer the organization towards a sustainable future by adopting sound policies and ensuring adequate resources to further the nonprofit’s mission. Under Oregon law, the board of directors must “exercise, or delegate … all corporate powers and shall direct the management of the corporation’s affairs” (ORS 65.301). The IRS requires that a 501(c)(3) organization have a board of directors and encourages “active and engaged” boards. The Mazamas bylaws do not appear to acknowledge the level of authority that the board of directors holds over the organization under Oregon law and IRS rules. The description of the board’s authority in the current bylaws (to “conduct the general business of Mazamas”) is more akin to a role that one would typically see for an executive director or officer. The current bylaws further limit the board’s authority by stating that the board may “make policies and procedures that deal only with administrative matters.” It is unclear what this means, and it likely runs contrary to Oregon law.
Language has been updated throughout to clarify that the board of directors holds authority to govern the organization.
Section 4
Member authority impractical
The governance rights of members in the current bylaws appear are impractical for an organization with over 2,000 members. Given the size of the membership base, Mazamas members should be more limited as they will not be actively running the organization. The current bylaws include multiple provisions regarding the specifics of member dues and payment. We do not recommend including this information in the bylaws, as it is unnecessary and may change from time to time.
The proposed restated bylaws provide that members shall have the right to vote on the election and removal of directors and significant transactions. Members do not exercise general governance over the organization – rather, members elect directors who then govern the organization. Specifics regarding membership dues and payment have been removed from the bylaws, and the membership classes have been consolidated into a single class (the distinction between classes in the current bylaws are based on dues payments rather than governance rights, and that distinction is not necessary in the bylaws).
Section 2.2
Committee structure
Under Oregon law and IRS rules, the board may establish committees to which it delegates responsibility or that can make recommendations to the board. Oregon’s nonprofit law does not provide for committees of members, and member committees are not able to exercise governance authority (e.g. make budgets, hire staff) without delegation by the board. The committee structure in the current bylaws is problematic because committees are not overseen by the board — they are instead self-perpetuating in that they select their own members. Although member committees may be vital for running the activities and operations of the Mazamas – however, they do not have governance authority over the organization and thus should be organized outside of the bylaws.
Description of membership committees has been removed from proposed bylaws – this should be included in a separate policies and procedures document that can change over time as. Committee structure has been changed so that board has oversight in selection of members to committees. A few standing board committees have been added (executive committee, nominating committee, finance committee).
Section 4.10 – 4.15
Member quorum requirement
The current bylaws require five percent of the voting members for a quorum. Given the large number of members, this is a significant number of people who need to attend a meeting in order to validly take action, including on electing directors.
To avoid a potential roadblock at a member meeting, the proposed bylaws provide that the member votes represented at a meeting constitute a quorum.
Section 3.6
Clarity needed for board and member meeting procedures
The current bylaws have a single Article titled “Meetings” that covers both board and member meetings, and it is not clear what notice and other requirements apply to board versus member meetings. The current bylaws do not explicitly permit the board or members to hold remote meetings or authorize the board to take action by unanimous written consent or email (both of which are allowed under Oregon law). The current bylaws state that “electronic voting [is] permitted,” but do not elaborate on permitted procedures. The current bylaws also contain confusing language seeming to require notice only to directors who are within a 300-mile radius of Portland, Oregon. Under Oregon law, all directors must receive notice of a meeting no matter where they reside.
The proposed restated bylaws separate the sections regarding board and member meetings and clearly state notice periods that apply. The proposed restated bylaws permit meetings to happen remotely and allow the board to act without a meeting (by unanimous written consent or email). They also remove confusing provisions, including provision re giving notice to directors within a 300-mile radius of Portland.
The Mazamas board is currently set at nine directors. We suggest that Mazamas increase the size of the board to ensure that the board represents a sufficiently broad public interest and includes people with the required skills and resources to effectively govern the organization, which the IRS considers important for 501(c)(3) organizations.
Proposed restated bylaws increase the size of the board to between nine and thirteen directors. Nine directors would be elected by the members and those people must have been Mazamas members for three years. Up to four directors may be elected by the board and those persons do not need to be members. This allows the board to recruit outside talent and ensure that the board represents a sufficiently broad public interest and holds the skills and resources necessary to effectively govern the organization.
Section 4.4 (Number of Directors) Section 4.6 (Election of Directors)
Director nomination and election process
The bylaws provide that the Nominating Committee must nominate sufficient potential directors such that there is a contested election with six recommended candidates for three slots. This is a bit of an outdated provision and might make it more difficult to recruit interested directors who could add value to the organization if they know they will necessarily be in competition with other nominees. As mentioned above, the IRS considers it important for a 501(c)(3) board to represent a sufficiently broad public interest and the required skills and resources to effectively govern the organization – the Nominating Committee should be nominating the potential directors that it sees as best fit for the director role, as opposed to excess nominees for a contested election.
The proposed bylaws do not require director elections to be contested. As mentioned above, nine directors would be elected by the members and must have been Mazamas members for the past three years, and the board can appoint up to four directors who need not be members.
Section 4.6 (Election of Directors)
Check Signing
The current bylaws require that all checks be signed by two officers – which can be cumbersome for smaller expenditures.
The proposed restated bylaws remove the two-officer approval and provide that the board will adopt a policy regarding signing authority (e.g. approvals needed for expenditures at various dollar thresholds). The board should adopt such a policy in a separate policies and procedures document.
Section 9.3
Update Outdated Terms and Simplify Document
The bylaws contain some outdated and confusing language. For example, the concept of appointing and using “tellers” for elections and the reference to Roberts Rules of Order.
The proposed bylaws present a modernized form without outdated language or references.
