By Greg Scott
What does the Mazamas need to achieve its goals?
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.