Meet the Mazamas

Hailing from the high scablands of eastern Washington Joe has bounced around the Pacific Northwest his entire life. As a creative director/designer Joe creates websites, motion graphics, brand identities and advertising for clients big and small. These days, his work primarily helps Native American tribes and their various entities. When not pushing pixels, Joe is an accomplished musician. He spent most of his life playing drums in all kinds of bands, touring the country until chronic illness put an end to that. 

Joe’s foray into the outdoors and mountaineering began as a way for him to deal with a chronic condition called Fibromyalgia. He’s an open-book about his experiences with the medical system, trauma and dealing with “invisible” conditions that affect him daily. He took BCEP in 2019 (Levis/Bodien Mountain Bluebirds!), ICS in 2021 (Dwelle) and is currently a provisional climb leader. He’s a dog lover with an affinity for Brachycephalic breeds.

Name:  Joe Preston

Pronouns:  He/Him

Year Joined Mazamas: 2019

Present-day outdoor activities: Climbing, hiking, camping, etc. 

What’s your earliest outdoor memory? I was an “indoor” kid—playing video games/Legos, etc. So the earliest memory I’ve got in the outdoors must have been when I was in first or second grade. I was dragged to the soggy Washington coast to “hunt” geoducks. Of course this meant I had to bring my brand spankin’ new Batman slip-ons—the left one was promptly stuck in the mud. My mom made me leave it and carried me away crying.

How did you first hear about the Mazamas, and what prompted you to engage with the organization? From my mid-20s to my mid-30s I was on a medical rollercoaster of misdiagnosis regarding some chronic conditions I deal with—May is national Fibromyalgia awareness month. My wife wrote a moving piece about that period. During which I stumbled onto some mountaineering books and documentaries and felt a calling. Later a coworker mentioned that their partner was taking this class called BCEP. 

I took BCEP in 2019 (Levis/Bodien) and the experience was so transformative for me physically, mentally and emotionally that I’ve been volunteering, climbing and taking classes with the organization every year since—this year being my first as the BCEP Committee Chair and co-leading a BCEP team. I love this organization, the people involved and the mission.

As more people seek to recreate outdoors, what advice would you offer them? Take BCEP and join the Mazamas!

I’m a firm believer that the mountains and wilderness are spiritual and healing places, not sports arenas. Don’t be so eager to check the boxes on your list or reach the summit that you miss the experiences.

I also believe that the mountains are for everyone, so be supportive and encouraging to everyone you pass on the trail. You’d be amazed how much impact a little positivity can have on someone.

What activities/situations/people most inspire you?  I’m inspired by artists, musicians, people who overcome adversity, people who are kind and the crazy notion that we are flying through space on a beautifully amazing and mysterious rock. Stay gold!

I’m constantly inspired by our Mazama climb leaders and other volunteers who give their time to help others.

What is your favorite book/movie/TV show/social media account that you follow and why? Books: Man without a country-Vonnegut, Savage Arena-Tasker, Art of Freedom-McDonald, When the Moon Turns to Blood-Sottile

Movies: The Last Starfighter, Life Aquatic, Metanoia, way too many to list ha.

TV Shows: Twin Peaks, The Office, Trailer Park Boys, The Woodwright’s Shop

Social media: Dogs!

What’s on your adventure bucket list? I was recently promoted to a provisional climb leader. I’m working my way through our leadership development program with the aim of helping other folks get into the outdoors that suffer from chronic illness, trauma, etc. Beyond that just having adventures with my friends, my partner and my dogs. Spending as many days as possible in the mountains.

Book Review: Extraordinary Oregon! 125 Fantastic Hikes across the state of Oregon

By Silja Tobin

The first time I entered the MMC was only 3 months after I moved to Portland. Eager to learn more about hikes in the area and meet people to adventure with, I attended an event hosted by the Adventurous Young Mazamas where member Matt Reeder spoke about his new book, PDX Hiking 365.

Fast forward 5 years and PDX Hiking 365 is a staple in my hike planning, rarely making its way back onto the bookshelf, and Matt Reeder is now a close friend. I anxiously awaited the release of Matt’s newest book: Extraordinary Oregon! 125 Fantastic Hikes across the state of Oregon.

Matt started writing this book during the early days of the pandemic, and over the last 2 years, he drove over 20,000 miles to come up with this comprehensive list of the best, most extraordinary hikes in our beautiful state. He hiked over 1500 miles in Oregon alone. To be included, all hikes must be easy to access and navigate, and also must be doable in one day.

I am a big fan of the way Extraordinary Oregon! is organized. There are numerous ways to dive in when trip planning, either by starting with the map of the entire state; starting with the region you’re interested in and narrowing it down using the charts at the beginning of each chapter that note the distance/elevation gain of each hike; or using the detailed index. 

Each hike starts with a helpful quick reference guide — distance, elevation gain, trailhead elevation, trail high point, season (that the trail is accessible), best time of year, and what pass (if any) is needed. One notable addition to this book is a land acknowledgment for each hike, letting the reader know whose traditional lands the hikes take place on. This is followed by driving directions to the trailhead, along with drive time from the closest town.

From there, Matt describes what to expect. He walks you through the hike, describing each section and offering fun facts or tidbits along the way. He may tell you what flowers and trees you’ll find (like the fascinating Brewer’s spruce on Kerby Peak), or an interesting historical fact about the trail or area. He’ll often offer suggestions for ways to continue the hike if you’re up for a longer adventure, or offshoots to explore. He makes sure you’re aware of any notable risks, such as exposed sections you may want to closely watch a child (or someone with a fear of heights!) near, a difficult creek crossing, or the presence of ticks. Although not a guide for backpacking, the guide does note where you may find a good camp spot on some of these routes.

Each hike also includes a CalTopo map of the trail, as well as a QR code that allows you to open the map from your phone or download and print a copy.  Other things to note, is that any hike that is not dog-friendly will include an icon at the top of the page, so you know to leave your furry friends at home.

The photography throughout the book is beautiful — I only wish printing costs made it feasible for them to be in color! The marketer in me cannot resist pointing you to Matt’s Instagram account (@offthebeatentrailpdx), where you can find these photos and so many more. ☺

Overall, Extraordinary Oregon! is an excellent guide to hiking in our state and I cannot wait to dive into these hikes in the coming months and years. I’ve always thought it would be fun to make my way through one of Matt’s books until I’ve completed each and every one — I think this may be the one to do it with!

Meet the Mazamas

Sarah is a Colorado native who moved to Portland from New York City in 2020. She finished our Basic Climbing Education Program in 2022, joined Mazamas shortly thereafter, and is a recent Intermediate Climbing School graduate who loves ice climbing and steep snow alpine routes. Sarah is working to start a Mazama affinity space for women, femme-identifying, and genderqueer people.

Name:  Sarah Diver

Pronouns:  she/her/her

Year Joined Mazamas: 2021

Present-day outdoor activities:  Indoor and outdoor rock climbing, ice climbing, mountaineering, alpine touring, downhill skiing, hiking and backpacking, trail and road running

What’s your earliest outdoor memory? My earliest memory outdoors would be running through the woods at the YMCA’s Camp Shady Brook in Deckers, Colorado. I am from Denver originally, and every summer I went to Shady Brook for a few weeks, where I fell in love with mountains and forests. I remember very clearly how much I loved the smell of the pine trees baking in the sun. Very magical. Second only to the special hell that was learning to ski at age 5.

How did you first hear about the Mazamas, and what prompted you to engage with the organization?  In 2019, I signed up for an all-women’s charity climb of Mt. Adams, where we raised over $10,000 for breast cancer and MS research. While we did not summit, I was instantly hooked and wanted to be able to climb more glaciated peaks. When I moved from New York City to Portland in 2020, I literally just googled “Portland mountaineering” because I wanted to learn those skills – Mazamas was the first thing that popped up! I applied for BCEP in 2021, and the rest was history. Since then I’ve been extremely lucky to be mentored and encouraged by many experienced Mazama climb leaders and volunteers.

As more people seek to recreate outdoors, what advice would you offer them?  I think when someone first begins recreating outdoors more frequently, it’s easy to get “summit fever” and think only of checking peaks or goals off their list as they gain competency. All of the activities I do outdoors I think of as lifelong pursuits, and I personally try to cultivate a sustainable pattern of growth in a holistic sense: what is sustainable for my body? The  environment? For my personal safety both mentally and physically? The mountains are on a much longer, more geologic timescale than all of us as it is. My advice to those interested in being outdoors is to prioritize how they can care for the natural places they visit and for themselves first – and the rest will follow.

What activities/situations/people most inspire you? Pick one.  Honestly, what has been most inspiring is watching all of the wonderful people I’ve met through the Mazamas do what they do. Having just graduated from ICS this spring, it’s been amazing to see so many friends conquer their fears, learn new skills, and fulfill personal goals throughout our time together. Whether they are ultrarunners or just learned to lead climb, being around other motivated Mazamas who get after it has been incredibly inspiring – makes me want to continue to stay in shape and learn more to keep up too!

 What is your favorite book/movie/TV show/social media account that you followand why? Pick one. One of my favorite Instagram accounts is @pastagrannies. These British
filmmakers are in the midst of a multi-yearlong ethnographic documentary attempting to detail all of the various regional handmade pasta techniques in Italy. They find ancient Italian grandmas and film them making pasta. It’s amazing.

What’s on your adventure bucket list? People who know me well know that I am
very passionate about ice climbing. So, my long-term adventure bucket list therefore includes as much alpine and water ice as I can reasonably and safely access.

I’m also very interested in traverses as I find we in the Pacific Northwest
often have an “up-and-out” mindset, where we approach-summit-descend-go home-repeat. I like the idea of visiting less traveled peaks or terrain by seeking less conventional
routes that connect different mountains. Perhaps this is a pipe dream, but in the meantime,
I hope to do the more established Ptarmigan and Tatoosh traverses this summer, both in
Washington.

In general, I’m not someone who has a “tick list” I’m working from, as that’s not really a
priority for me. I am chasing the experience of being out there, appreciating the incredible beauty of our planet while I still can, and challenging myself. What I strive for each trip is the elusive, if not impossible to attain, “type I fun mountaineering.” To me, this means that I have prepared enough physically, mentally, and technically to be able to comfortably travel over any terrain presented along the route, while also being challenged enough to where I have to think critically in the moment. In the future, I’d love for Type I fun mountaineering to include as much technically interesting terrain as possible – ice, snow, and rock. That would be peak living!

 

Meet the Mazamas

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.

Meet the Mazamas

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. 

Meet the Mazamas

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.

Name:  Josh Lupkin

Pronouns:  He/Him

Year Joined Mazamas: 2012

Present-day outdoor activities:  Mountain/rock climbing, cycling, hiking, backpacking, teaching

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

Meet The Mazamas

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.

Name: Ali Marie Koch

Year Joined Mazamas: 2015

Present-day outdoor activities: splitboarding, mountaineering, snowboarding, hiking, snowshoeing, outdoor yoga

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.

We’re Bringing Back the Used Equipment Sale

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.

Legal Review of Mazama Bylaws & Structure

By Jenny Baer Tuohy, Stoel Rives LLP 

Photo By Heather Polonsky

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:

IssueCurrent BylawsProposed Restated BylawsSection
Confusion of roles and responsibilities between directors/executive council and membersUnder 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 lawThe 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.Section 3 (Member Meetings) Section 6 (Board meetings)  
Size of board  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 SigningThe 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 DocumentThe 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. Throughout

 

The Mazamas Play Pivotal Role in Developing Internationally Recognized Climbing Certifications

For the past few years, the Mazamas have been working with other U.S. climbing organizations to establish a set of volunteer climbing educator certifications called the Mountain Leadership Education and Development Program. Mountain LEAD is a set of national climbing and mountaineering standards designed to improve the quality and consistency of volunteer-based climbing education.

Developed by The Mountain Education Alliance (MEA), which is composed of volunteers and staff from The Mazamas, The Mountaineers, the Colorado Mountain Club and the American Alpine Club, the certifications are due to be recognized by the International Climbing and Mountaineering Federation (UIAA). An international audit by UIAA is expected to take place this spring as the Mazamas progresses beyond its pilot program.

Each MEA member organization has developed its own training and certification assessment process to meet the varied needs of their respective organizations.

  • The Mazamas generated the first Certified Educator in the country
  • The Mazamas have actively trained the most people to the MEA national standards compared with all the other partner organizations combined.
  • The Mazamas have implemented training programs for the largest number of the Certified Educator climbing standards that the MEA has created.

“The Mazamas program was designed to be accessible to everyone, rather than just our volunteers,” explains Matt Sundling, who spearheaded the Mazamas’ LEAD efforts. “We’re posed to help climbers from any organization and background to get trained and certified as Certified Educators. This is unique to our program.”

MEA standards ensure students have access to a consistent, safe experience, no matter where they are in the world, no matter what their local affiliation. Mountain LEAD instruction follows the most rigorous safety standards and establish best practices for leadership development and inclusion.

Students can achieve certification in the following categories: Traditional Climbing Educator, Sport Climbing Educator, Top Rope Climbing Educator, Winter Mountain Educator and Summer Mountain Educator.

“We want Mazama volunteers to be their best and also provide the best instruction to others,” Sundling says. “Our participation in the MEA and the development of Mountain LEAD is yet another way the Mazamas seeks to inspire people to love and protect mountains, and in this case everyone recreating on those mountains too.”