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.
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.”
The Mazamas is a mountaineering institution. But like most organizations that experience “institution” status, the Mazamas has not kept up with the times and is on a trajectory to becoming a dying organization. At best, it is becoming irrelevant to the growing community of climbers and outdoor enthusiasts. We have the historic opportunity to renew the Mazamas and make changes that both better meet the needs of a broader community, and help the organization become more solvent. In addition to its values, the things that made the Mazamas an institution are its community, its history, and its leadership opportunities. While summiting a glaciated peak may have brought commonality, it did not define how we became a community, how we left our mark on mountaineering, and how our leaders guided this institution to this moment in our long history.
To paraphrase the original charter, the Mazamas set for themselves four goals:
The exploration of snow-capped peaks and other mountains;
To collect scientific knowledge about the mountain environment;
To preserve the natural beauty of the forests and mountains;
And to share all that knowledge around the Pacific Northwest.
The Mazamas mission is the same today. “To inspire everyone to love and protect the mountains.” In addition to recognizing the need to serve and support a broad and diverse community, the world around us has also changed and the Mazamas need to renew itself to survive. Many of the National Forests we operate in did not exist in 1894. Nor did Oregon Revised Statutes. Just in the last twenty years, a dozen qualifying glaciated peaks have dropped from the Mazamas rolls.
The problem we immediately face is we are not positioned to attract new leadership and we lack a common vision, both of which are vital to a sustainable financial future. In December 2021, Page Two Partners (“P2P”) conducted a focused organizational assessment for the Mazamas. The purpose of the assessment was “to identify broad organizational strengths and challenges and provide recommendations to help position the organization for an effective and sustainable leadership model going forward.” P2P made eleven recommendations to guide the Executive Council. Following this assessment, the Executive Council (“EC”) prioritized five of these recommendations and held town hall meetings to discuss the Mazamas future. Based on feedback from the membership, the EC determined it was necessary to reflect on the current bylaws. Based on the results of the last election, the EC was wary of reopening old wounds. However, the board knew it was nearly impossible to discuss any of P2P’s recommendations without recognizing our bylaws are the foundation for addressing any of them. EC sought legal advice and recommendations from Stoel Rives. In consultation with P2P, our interim director, Kaleen Deatherage, and our legal counsel, the EC decided to request from counsel a complete rewrite of the existing bylaws resulting in proposed Amended and Revised Bylaws (“Proposed Bylaws”). In addition to beginning to address the recommendations, the Proposed Bylaws will help the Mazamas:
Attract Capable Experienced Leadership
Stabilize and Strengthen Our Finances
Adapt to the Changing World Around Us
All three of these goals are intertwined and are necessary first steps to follow through with positioning the Mazamas for an effective and sustainable leadership model going forward.
Attract Capable Experienced Leadership
The problem:
The Mazamas have not had a permanent executive director for over two years.
Before we can even begin the search for a new Executive Director we need to be an organization that attracts capable and experienced candidates.
The current bylaws do not give an Executive Director any authority or guidance to manage the organization. Because of this, it is doubtful the type of candidate we need will be attracted to our organization.
Path Created by Proposed Bylaws:
The Proposed Bylaws allow the board to hire an Executive Director with CEO level duties.
The Proposed Bylaws send a signal that the Mazamas is working towards a sustainable future and are a worthy investment.
An experienced candidate will design and implement a staff structure that will protect our investments and reduce costs, while at the same time identifying new revenue streams.
Stabilize and Strengthen Our Finances
The problem:
The Mazamas are operating in a deficit and at the current pace of spending it’s a matter of 3-4 years before we need to make the difficult decision to close our doors. Costs have been cut to a point that threatens the quality of our programs and memberships’ experience.
The current bylaws are a barrier to growth because they require the entire membership to vote on bylaws changes, including those that affect financial decisions such as adjusting our fee structure.
The glaciated peak membership requirement cuts the Mazamas off from millions of grant dollars and threatens our 501(c)(3) status.
Path Created by Proposed Bylaws:
The Proposed Bylaws expands the board and allows for recruitment of a broader set of skills that will enhance development, investment, and fiscal conservatism.
The Proposed Bylaws eliminate the requirement that all members vote on changes to the bylaws, which will give flexibility to a new board and an Executive Director to respond to emerging issues, preserve our investments, and explore alternative revenue sources such as external grants.
The Proposed Bylaws shifts the Mazamas fiscal year from Oct. – Sept., to a calendar year allowing for easier budgeting and planning.
Adapt to the Changing World Around Us
The problem:
The current bylaws do not conform to Oregon Revised Statutes and Federal IRS standards.
Both private and public foundations have changed their requirements for funding grant proposals and require organizations to not only remove barriers to membership (such as the glaciated peak requirement), but to address Diversity, Equity, and Inclusion in their organization by demonstrating among other things, that the organization has a diverse board of directors.
The US Forest Service is increasing its scrutiny of non-profit outdoor organizations, such as the Mazamas, requiring the board to consider exploring and implementing alternative fee structures. The current bylaws prevents the board from exploring and implementing alternative fee structures, because it requires a vote of the membership to change membership fees, and the glaciated peak membership requirement eliminates flexibility in how the Mazamas conducts business in National Forests.
The Mazamas is a partner organization in multiple national efforts including the Mountaineering Education Alliance (“MEA”). The Mazamas are one of the original partners in the MEA which is working on a first of its kind national UIAA certification for volunteer training in the United States. The Mazamas have been a key player bringing credibility to this process. Other alliances that the Mazamas are considering joining are an important voice in public land and conservation policy, which directly impacts when and how we can operate in the outdoors. The Mazamas will lose a seat at the table because the current bylaws threaten the 501(c)(3) status of partner organizations currently allied with the Mazamas.
Path Created by Proposed Bylaws:
The Proposed Bylaws will bring the organization into legal compliance by removing provisions not typical of bylaws that can be made into policies, such as membership levels and who is covered by insurance indemnification. This gives the board more flexibility in making changes to these policies if needed in the future.
The Proposed Bylaws will eliminate future concerns from partner organizations about their 501(c)(3) status and allow the Mazamas to continue collaborating to influence national standards for volunteer training and public land and conservation policy.
The proposed bylaws will open the Mazamas up to revenue streams that can address immediate capital projects (e.g. replacement of the lodge roof) and allow the membership to continue to enjoy affordable benefits.
The Proposed Bylaws will provide a pathway to cost reduction through property tax exemptions not being realized under our current structure.
What is it time for us to let go?
The Glaciated Peak Requirement
The Mazamas became an institution despite its membership requirement, not because of it. This is evidenced by the variety of programming the Mazamas have offered over the last century that goes well beyond summiting a glaciated peak. Look no further than the thousands of street ramblers who would support the Mazamas mission, or the graduates of the FM101 program that despite having equivalent skills to BCEP, do not have an equal path to membership.
Membership Controlled Organization
The bylaws were codified at a time when the founders did not contemplate having potentially thousands of members. Nor could they have conceived of the internet. In a world of constant change it has become impractical, if not impossible to nimbly conduct business that requires a 2/3 vote from the membership for bylaws amendments. Virtually no 501(C)(3) exists today with as many members as the Mazamas that have an equivalent requirement.
How do we let those things go?
The Glaciated Peak Society
With these Proposed Bylaws the Mazamas will introduce the Glaciated Peak Society (“GPS”). The only requirement for membership will be you must be a Mazamas member in good standing, and you must have climbed a glaciated peak. This will acknowledge and preserve the long tradition of recognizing those who have experienced the top of a glaciated peak.
Members still get a say
Although it is not a typical feature of modern non-profit bylaws, Mazamas members will still be able to vote for prospective board members, making the majority of the board elected representatives. Members will also be able to vote to remove board members, and vote on any bylaws amendments that impact member rights, and major organizational decisions such as a merger, dissolution, or sale, lease, conveyance, exchange or other disposition of substantially all of the Mazamas’ property.
In addition, advisory committees will encourage the membership to engage with the board creating a more horizontal organizational structure. This has the potential to increase representation and broaden the diversity of opinions and experience available to the board to support initiatives and programming that advance our commitment to diversity, equity, inclusion, and belonging, support our 501(c)(3) status, and increase our financial security.
A vote to approve the Proposed Bylaws shows a commitment to renewing the Mazamas, maintaining the organization, and preserving its history. Please visit The Route Ahead page for more information.
By Jesse Applegate, Outgoing Mazama Board President
In April 2022, the Mazamas learned of the new proposal by the Mount Hood National Forest to implement a fee-based climbing permit system for Mount Hood. We are grateful the Forest Service has included the Mazamas along with other local stakeholder groups from guide companies and Search & Rescue organizations to share the Forest’s perspectives, intentions, and to solicit feedback on the proposal.
The Mazamas is in agreement with the Forest in promoting better stewardship throughout Mount Hood National Forest, increasing safety and climbing education, and understands the Forest’s need to collect usage data; however, the Mazamas is opposed to the implementation of permit fees, and would prefer funding through other means at the federal level.
User fees create a barrier to under-represented groups that is counter to the mission of the Mazamas to inspire everyone to love and protect mountains. Imposing user fees shoulders the burden on individuals for supporting a federal agency that has seen its federal budget and number of personnel steadily reduced over the last 30 years while visitation and outdoor recreation has increased exponentially in the same period —especially in the COVID-19 pandemic. A well-funded Forest Service would benefit local economies beyond the interests of only outdoor recreationists, and the Mazamas would be interested in working with the Forest and other stakeholders to lobby for the restoration of proper funding to accommodate increased visitation and accomplish the goals of increased safety, education, and stewardship.
by Mathew Brock, Mazama Library and Historical Collections Manager
Above: Henry Pittock (far right, holding alpenstock) and members of the Mazama 1912 Annual Outing to Mt. Hood in front of Cloud Cap Inn. Mazama Library and Historical Collections, VM2011.007 1912 Hood Outing.
In the mid to late 1800s, the mountains of the Cascades, especially St. Helens, Adams, and Hood, pulled early adventurers out of the growing metropolitan areas and into the wilderness. In the summer of 1853, Thomas Dryer and a party of other men stood on the summit of Mount St. Helens. During the early exploration and settlement of the Oregon Territory, few had the time or energy to climb mountains. However, a handful of individuals like Dryer were drawn to the mountains. His climb of Mount St. Helens marked the beginning of the golden age of mountain climbing in the Pacific Northwest. A year later, in 1854, Dryer climbed Mt. Hood. His claim of having reached the summit of Mt. Hood was challenged by his eager, young employee Henry L. Pittock.
Early Portland businessmen appear cold and calculating in their dark Victorian-era suits and stern expressions devoid of humor. Henry Pittock looked the part in many of his early photographs, but his public image was at odds with his passion for life and outdoor activities. Pittock was born in London, England on March 1, 1836, before moving to Pittsburgh, Pennsylvania with his family. As a boy, he learned printing as part of the family business and studied at the Western University of Pennsylvania’s preparatory school. Pittock arrived in Oregon in 1853 at the age of 17 after crossing the Oregon Trail by covered wagon. Soon after, Thomas Dryer hired him to work at the Weekly Oregonian. Under Dryer, Pittock worked as a printer, handled distribution, and soon rose to be a shop foreman. By 1854, Pittock had risen through the ranks to the role of business manager. Unable to pay him, Dryer made Pittock his business partner.
On August 6, 1857, Pittock, along with four others (L.J. Powell, William Buckley, Lyman Chittenden, and James Deardorff) made what is considered the first documented climb of Mt. Hood. Like Dryer three years earlier, Pittock and his party left Philip Foster’s farm in Clackamas County and made their way to the summit over five and a half hours, reaching the top at 12:30 pm. After eating lunch, they planted an alpenstock in the snow with a handkerchief which they left blowing in the north wind. Pittock, who was twenty-three years old at the time, and the other ‘boys’ then amused themselves for an hour by rolling rocks off the summit and watching them crash onto the outcroppings below. Pittock also recalled descending into one of the fumaroles on about 30 feet of rope and being unable to see the bottom. The snow on Hood that day was perfect for glissading and the party was off the mountain in just over two hours.
After making their way back to Portland, James Deardorff, a member of Pittock’s party, published an account of their climb in the Democratic Standard, a rival publication to Dryer’s Weekly Oregonian. In his article, Deardorff gave his opinion, and it can be assumed one shared by Pittock and the other two climbers, that Dryer’s party had stopped some 300 feet shy of the summit back in 1854. What they found there differed in appearance from Dryer’s published account. Dryer reported finding a summit ridge running from southwest to north that was pockmarked with vents emitting sulfurous gas. Pittock’s party found a summit ridge that ran west to east and no evidence of smoking fumaroles, although they could see a scene that matched Dryer’s description some three hundred feet lower on the mountain’s slope.
Needless to say, Dryer was less than pleased with Deardorff’s assertions and published a lengthy response in the next edition of his own paper. Over the next several weeks arguments volleyed back and forth in Portland’s newspapers. In his detailed assessment of the early years of the Mazamas, Erik Weiselberg notes that “Dryer sought to shift the terms of the argument, and to argue on the basis of respect, age, and gentlemanly behavior, rather than credibility and accuracy of reporting.” As K.F. Stewart notes in their biography of Henry Pittock, I Kept at Work, “what Dryer and Pittock said to each other while working together over the Oregonian’s presses went unrecorded, but they did continue their joint labor for another three years.”
Pittock returned to climb Hood again in 1858 with a larger group that included two members of the 1857 climbing party. Pittock’s own recounting of that year’s climb notes that the climb up from Crater Rock was much more difficult than it had been the previous year. The party was forced to cut steps into the hard snow with the iron tips of their alpenstocks. Using a telescope, from the summit, they could see smoke from an Oregon City foundry, the windows of a Portland church reflected in the sun, the prairies of Central Oregon, and the peaks of St. Helens, Adams, and Rainier. Planted on the summit was a six-foot American flag, left from a previous party who summited on July 4th. Pittock and his party gathered around the flag, gave three cheers, and fired off pistols and lit firecrackers. The party was slowed on the descent due to everyone’s snowblindness.
Henry Pittock on the summit of Mt. Hood, undated. Image courtesy of Pittock Mansion.
Pittock’s third climb of Mt. Hood, in 1859, turned out to be the most dangerous yet. The top 300 feet below the summit were almost bare of snow and the party was forced to pick their way over loose stones and gravel. Every few steps, someone would kick lose a stone that went rolling past everyone below. On the way up they noticed the tracks of a wolf, which they followed all the way to the summit. The tracks passed over and descended the other side. Upon reaching the summit they found it was covered with butterflies, some of which they captured and brought back as specimens. Also on the summit, they found a bottle containing the names of another party from a week prior and the remains of their firecrackers from the year before, however no sign of the flag or its pole.
In what might be an indication of the relationship between Pittock and Dryer, it’s interesting to note that Pittock’s longtime friend George T. Meyer climbed Hood that year twice. The two men must have been on at least good enough terms to share a friend. Meyer climbed Mt. Hood once with Dryer in July of 1859 and then again with Pittock a month later. As a result, Meyer became the first person known to have climbed Mt. Hood twice in the same season.
After scaling Mount Hood each year for three consecutive years, Henry took a decades-long break from climbing. In 1860, he married Georgiana Burton and assumed ownership of The Oregonian newspaper, and was likely focused on his growing family and building the newspaper into a successful business. Henry returned to mountaineering in the 1880s, this time bringing along his daughters, Kate and Lucy Pittock. As adults, Kate and Lucy embraced their father’s love of hiking and climbing. The sisters both joined the Mazamas in 1895 after climbing Mount Hood that same year. Lucy also climbed Mount McLoughlin (then known as Mount Pitt) along with her father in 1896 and summited Pinnacle Peak on the 1897 Mazamas Outing to Mount Rainier.
As the number of Portland-area climbing enthusiasts grew, so did the movement to create a group for like-minded individuals to join. In September of 1887, William Steel was one of a group of Portland climbers who lead the effort to establish the Oregon Alpine Club (OAC), the first mountaineering group west of the Mississippi. While we don’t know with certainty when Pittock and Steel first met, it’s likely they came in contact with each other through their involvement with the OAC. Pittock, his son-in-law Fredrick Leadbetter, and friend George Meyer were all members. The OAC reached the pinnacle of its glory in May of 1888 when it hosted a talk by the noted author Charles Dickens.
The OAC struggled for seven years while it tried to find a focus and by 1891 it had collapsed. After the OAC went bankrupt, Steel and a handful of other mountaineers began meeting to form a new organization. In early 1894, they drafted a constitution, selected a name, and picked a slate of officers for the new organization. In March of 1894, they launched their new endeavor with ads in newspapers around the West. Pittock played a large part in the build-up to the establishment of the Mazamas. For the previous thirty years, the Oregonian printed little on Mt. Hood, as any further climbs were no longer “firsts.” As Stewart notes in their book, “One notable exception occurred in 1874 when a party came back from the summit with Pittock’s alpenstock, made from a sapling he had cut at timberline on his first climb in 1857, and which you will recall he left on the summit, planted like a flag. The alpenstock was inscribed with his name and the date. Pittock kept it proudly in his office until the flood of 1894 when it was lost, presumably floated downriver and out to sea.” For eleven days prior to and nine days after the selected date for the inauguration of the Mazamas, The Oregonian ran nine separate articles about the ascent.
On the appointed day over 350 people from all walks of life assembled in the small hamlet of Government Camp, some of them having traveled three or more days by horseback or buggy, over rudimentary roads, where they set up an army of tents at the foot of Mt. Hood. The climb up was not without its dangers. At least two storms swirled around the mountain that day, forcing many climbers to turn back. In a story well known to most Mazamas, on Thursday, July 19, 1894, 155 men and 38 women reached the summit to inaugurate the Mazamas.
Pittock and his two daughters were among those that were turned back by the weather. Pittock was a risk-taker, he wouldn’t have reached the summit of Hood or the Portland business establishment without being one, but he was not rash. The safety of his daughters and others came first. While the Pittocks were not listed as those on the summit, Henry was granted charter member status in the Mazamas in recognition of his 1857 first ascent.
In 1895, the year following the inauguration of the Mazamas, Pittock’s daughters Kate and Lucy, along with their brother-in-law Frederick Leadbetter, and Pittock’s nephew H. D. Stratton, made their own climb of Mt. Hood and became members of the Mazamas.
Lucy accompanied her father on the 1986 Mazama Outing to Crater Lake that year. On August 16th, they were among the thirty-two people who ascended Mt. Pitt.
In 1897 the members of the Mazamas elected Henry Pittock president of the organization. The minutes from Pittock’s year as president show that he appointed a committee to search for additional space to store publications, books, and curios. He and the executive council urged the US Geographic Survey to map the State of Oregon and Mt. Hood specifically. He signed on to a petition to create the Olympic Mountains Forest Reserve and urged for the creation of Crater Lake National Park.
In the early years of the Mazamas, the Annual Outing was the big social event of the season. And under Pittock’s tenure, the location chosen for the 1897 outing was Mt. Rainier. Given the difficulty and time required, to say nothing of the logistics of reaching the mountains in the late 1800s, these outings were no small affairs. These often involved upwards of a hundred people or more, traveling by boat, train, wagon, and on horseback, over several days just to reach the site of their basecamp. In addition to the climbers, there were cooks and camp porters, and wagon loads of supplies that were needed to support the huge party sometime for weeks in the wilderness.
The outing to Mt. Rainier generated nationwide interest in the Pacific Northwest and its mountains, and contributed substantially to the creation of the Mt. Rainier National Park a year and a half later in 1899. In addition to over 40 Mazamas, a contingent of climbers from California’s Sierra Club, the Appalachian Mountain Club, and many eminent scientists were represented. In addition to Steel and Pittock, other notable members of the outing include Miss Fay Fuller; Dr. E. W. Young, and Edward Curtis, of Seattle. Edward Curtis would go on and become renowned around the world for his ethnographic work on, and portraits of, the Native Americans of the western United States.
Even though there were other experienced Rainier climbers on the trip, Steel, Pittock, and Fuller among them, Curtis was selected as the climb leader due to his having spent considerable time on the mountain climbing and photographing its many changing seasons. Prior to the climb Curtis is said to have remarked to a friend, “It will be a grand trip, but there are too many inexperienced people in the party. I fear that before we return some accident will happen which will bathe the trip in gloom.”
Henry Pittock (in center in vest and white hat) and other members of the 1897 climbing party members. Mazama Library and Historical Collections, VM1993.008 William Steel Collection.
Pittock was one of the climb leaders who led the two-day climb to Rainier’s 14,410 foot summit. They reached the summit at 3:30 in the afternoon, although some of the party, including daughter Lucy, turned back due to altitude sickness. Pittock was sixty-three years old at the time of his Rainier climb.
Of the 75 climbers who started out, 59 made the summit, a remarkable record for what we in modern times would consider amateurs. As Curtis had feared before the outing began, the death of Professor Edgar McClure, of the University of Oregon, who fell on the descent, put a terrible damper on what was an otherwise successful climb and gathering.
At the annual meeting in October of 1897, Pittock lost his bid for reelection to the presidency of the Mazamas, on a vote of 17-2. His defeat didn’t dampen his enthusiasm for the Mazamas, thankfully. On July 21, 1898, Henry and Lucy celebrated with the Mazamas atop Mount St. Helens during that year’s Annual Outing. The following year, 1899, the Pittocks and the Mazamas traveled north to Lake Chelan in Washington state for that year’s Annual Outing. In the reporting of the outing, it’s noted that Henry and Georgiana Pittock arrived “just a little too late for the climb of Mt. Sahala.” The presence of Georgiana was more than likely an indication that Henry had no intention of climbing that year.
In 1901 Pittock traveled south with a Mazama contingent that included Rodney Glisan and others, to join the Sierra Club’s outing to the High Sierra. In his photo album from the trip, Glisan included an image of the sixty-seven-year-old Pittock sitting in the shade with John Muir. It’s unknown the level of activity Pittock engaged in during the Sierra Club outing.
Pittock makes one last appearance at the basecamp for the 1912 Mazama climb of Mt. Hood. He can be seen, in both photographs and in rare film footage, milling around with the other climbers in front of Cloud Cap Inn. This likely marks the end of Henry Pittock’s mountaineering career. He would have been 76 years old—at a time when age weighted more heavily on an individual than it does now.
Henry Pittock’s death in 1919 corresponds with the end of the golden age of mountaineering in the region. He led by example, and had a profound impact on the development of mountaineering in the Pacific Northwest. Along with William Steel and the other founders of the Mazamas, he worked to promote mountaineering through word and deed. To paraphrase Erik Weislberg, they were part of a modernizing of American culture which emerged after the Civil War and whose scientific, nationalistic, reformist, and professional proclivities praised exploring, record-keeping, record-setting, publishing, and promoting. Their efforts acted as part of a process that made good citizens out of pioneers. With nationalism and public service in mind, they promoted themselves and their environment as they climbed mountains around the Northwest.
The Thrill of the Climb: The Pittocks and early mountaineering in Oregon in on display at the Pittock Mansion through July 3, 2022. The exhibit, featuring over 40 artifacts from the Mazama Library and Historical Collections, explores the Pittock family’s love of the sport and the early history of mountaineering in Oregon. Go see it today!
I’d like to begin by thanking all of you who attended or watched via YouTube our listening session in March, as well as those of you who have taken your time to email or stop by for a conversation as we work together to define the road ahead for the Mazamas. This is YOUR organization, and it’s heartening to see the level of engagement and care that members, staff, and the board have for our mission and our future.
Your questions and feedback from the listening session, along with the ongoing work of the staff and board, have helped us to clarify our next steps. We are going to focus on the following priorities in the coming months:
Financial oversight and budget planning—to overcome the deficit and rebuild the Mazamas financial assets and stability.
Identify revenue sources and build a fundraising plan—initiate new approaches to program/activity pricing and new sources of revenue generation to improve the bottom line.
Role clarity and responsibility for decision making—clearly define the respective roles, reporting, and decision-making authorities of volunteer leaders, staff, and the board.
Propose bylaws amendments—a well-planned process to identify needed changes, share rationale with members, hold discussions, and move to a vote within a timeline that resolves issues before hiring a new permanent ED and launching a strategic planning process.
Improve communication organization-wide—develop and lead a well-planned, pro-active approach to communications to help support and maintain a positive and cohesive community dynamic and engaged membership.
We’ll be actively using all the Mazama communication channels to share the work happening on these priorities, and we’ll be reaching out to many of you to help contribute to these efforts, so please answer your door when we come knocking!
One of the takeaways I had from the listening session was a recognition that it could be helpful to clarify the most common nonprofit operational and governance structures, to explain what structure Mazamas currently operates with, and to suggest some structural adjustments that could better fit your present needs and set the Mazamas up for success on the road ahead.
With that in mind, let’s dive into a conversation to better understand and compare nonprofit structures.
What is a Nonprofit Organization?
A nonprofit is an entity that is driven by a dedication to a social cause in areas such as religion, science, environment, public health, social service, or education. Unlike corporations, all revenues earned by a nonprofit organization are used in furthering its mission-focused objectives instead of being distributed to shareholders or employees of the organization.
Nonprofits in most jurisdictions are tax-exempt, meaning that they do not pay income tax on the income that they receive. Non-profit organizations in the United States are monitored by the IRS using Code Section 501(c). The code determines an organization’s eligibility for the nonprofit organization’s status. The revenues earned by a nonprofit organization are mainly from donations from individuals and corporate organizations, as well as from fundraising activities.
The donations are tax-deductible for the individuals or corporations that contribute, and the organization is not required to pay taxes on the monies. Nonprofits are accountable to their donors, volunteers, and the community. The projects nonprofits undertake help build public confidence in the organization.
Although nonprofit organizations are not driven by a profit motive, they must collect revenues that help them further their specific social cause. Nonprofits may also receive sponsorship for specific projects and events from corporations, government funding via grants or contracts, merchandise sales, and even private investments.
Due to the important role that nonprofit organizations play in shaping the community, over the years they’ve been forced to adopt new methods of raising revenue to be financially stable. Over-reliance on donations and events may create cash flow problems for organizations when the donors fail to make contributions, or the amounts donated fall below the funding levels needed to remain sustainable.
Membership
With a nonprofit definition and their basic purpose established, let’s now talk about the term “membership.” What’s important to understand is that in the non-profit sector, membership often has many meanings.
Let’s begin with the membership structure and definition that the Mazamas currently operate under, which is a formal membership structure. A formal membership organization is a nonprofit that grants its members specific rights to participate in its internal affairs. These rights are established in the articles of incorporation and defined in more detail in the bylaws. Usually, in a formal membership organization, members elect the board and/or the officers; approve changes in the bylaws; and authorize major transactions such as mergers and dissolution of the organization. In short, members have a strong interest and voice in the future of the organization and not just in the tangible benefits that they receive as members. For example, trade associations, chambers of commerce, and churches are typically membership organizations in which the members rely on the organization to advocate for better business opportunities or the religious beliefs and practices of a particular line of business or faith community.
To a high degree this structure is a leftover of a bygone era of fraternal orders—Elks and Lions clubs, Freemasons, Rotary, Kiwanis—that quite honestly no longer play a significant role in today’s society. Formal membership structures, when set up in decades past, were not designed to welcome the general public. In fact, they were often designed to define the criteria that would allow certain people to join and intentionally keep other people out. This reality doesn’t mean that there is no place today for a nonprofit with a formal membership structure, but it does reveal a truth that you can no longer avoid. And that truth is it’s time for organizations like Mazamas, that still operates under an outdated nonprofit model, to take a hard look at adjusting your membership and governance structure to re-establish your relevance in the alpine and mountaineering community and to determine how, going forward, the Mazamas can make a meaningful impact on the general public.
The structure we’ve just discussed is a formal membership structure, so what is an informal membership organization? Informal membership is a practical way to integrate supporters or donors into an organization. This type of nonprofit doesn’t have formal members, it has a membership program. In contrast to a formal membership nonprofit that grants its members specific rights to participate in its internal affairs, nonprofits with membership programs are creating a means of incentivizing donations and involvement within their organization. The nonprofit extends additional engagement opportunities to members in exchange for donations in the form of membership fees. The benefit of a membership program is that nonprofits can not only reap the benefits of extra donations through membership fees, but they also provide specialized perks and engagement opportunities for invested supporters—without the added complexity and burden of managing a membership-based governance model. Implementing a membership program is a nonprofit fundraising and stewardship strategy. It is not connected to how the nonprofit is governed.
For instance, you may have heard an Oregon Public Broadcasting pledge drive asking for members to join and donate to the station. They are using “membership” as a way to raise money, allowing people or businesses to participate in their membership program by making monthly or annual donations in exchange for services like an insider newsletter or invitations to member-only events. These “donor members” are interested in OPB’s mission and find the benefits package useful. And giving a donor the right to proudly claim and display “membership status” (on a tote bag, for example) can be a powerful donation motivator.
Well documented in nonprofit literature is the following truth, changing a formal membership structure into a self-sustaining board structure tends to be a challenging task. It asks members to give up some of their power to help an organization become more flexible by giving the board more latitude to take action, allowing them to respond much quicker to changes in the external environment like the economy; the shifting nonprofit fundraising landscape; the prevailing social issues of the day; and many other factors that nonprofit senior staff members and board members must adapt to on a daily basis. That ask is never easy, especially for those who are long-tenured members accustomed to the formal membership structure.
Because our future nonprofit structure is what the Mazamas membership needs to consider, let’s dive a little deeper into member-driven vs. board-driven structures. A nonprofit corporation can choose to be governed by formal voting members or by a self-sustaining board. The governing body of your nonprofit organization is empowered and responsible for setting direction, strategic decision-making, compliance, operating-policy setting, fiscal oversight, and overall accountability for the organization in fulfilling its vision. Recognizing that selecting the best governing structure is vital to ensuring the success, growth, and development of a nonprofit organization, the savviest nonprofits revisit their structure from time to time with open-mindedness about making necessary changes to increase their relevance and competitiveness in the nonprofit sector.
To do this, it’s critical to understand the difference between a governing structure that is board of directors-driven, or one that also incorporates a governing membership. Membership governance typically involves individuals—members—who are allowed to vote on some or all of the following: matters of governance, direction, approval of budgets, activities, staffing, and/or substantial financial obligations that the organization might undertake, or the approval of long-term contracts. This structure may include members voting to appoint a board of directors or an executive committee to manage the day-to-day operations of the organization and then the membership only votes on specific actions as necessary for the success of the organization. The board may bring those types of issues before the members as necessary. Membership may require membership dues to be a voting member of the organization, or not. Membership may also include benefits, such as discounts to participate in activities of the organization where participants are required to pay fees, or perhaps have access to special activities for members only. Eligibility criteria for membership is clearly defined, as well as what the benefits to members and their responsibilities will be.
This structure works well for organizations who want a democratic structure where each member has a say in what happens. The following types of nonprofits are typically member-driven since their primary goal is to serve their members:
Chambers of commerce
Churches
Social clubs
Trade associations
With a board-governed organization, there are either no official members or members with only limited rights. If a nonprofit corporation does not have a membership structure, its board will be self-sustaining instead of being elected by members. In this setup, board members elect their replacements themselves, usually via a board nominating committee, and the board of directors is the highest authority in the nonprofit corporation. This means that board members must accept responsibility for setting direction, making decisions, and managing the activities of the organization, whether they hire others—an executive director, staff, or independent contractors—to carry it out or use volunteers. In this governing framework, the board is not accountable to another body. Most charities choose a board-driven structure.
It may be possible for Mazamas to retain voting members and still be governed by a self-sustaining board, this is something I believe should be considered carefully. Would the membership be willing to change the bylaws, granting the board greater ability to make decisions, set board terms of service, choose board members based on criteria that helps the Mazamas to be viable in 2022 and beyond, and conduct the daily affairs of the organization with an enhanced ability to make real-time decisions to adapt to the environment without waiting for an annual vote of the membership?
To help you sort through these important decisions, my next article will be an exploration of nonprofit bylaws and some specific recommendations around how the Mazamas could elect to update its bylaws to overcome some of the obstacles the organization is facing today and to set yourselves up to raise more money and make a greater impact in the alpine community, as well as throughout the reigon.
If you would like to learn more about the efforts to stabilize and prepare the Mazamas for the future, please join us for our next virtual town hall event on Monday, May 9. Look for the link to register in the eNews and on the Mazamas social media channels.
