Tag: Bylaws

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President’s Message on The Route Ahead

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.

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Is it Time for a Change?

by Sarah Bradham, Acting Executive Director

Within the next few months the Mazama membership will have the opportunity to vote on several updates to the Mazama bylaws. There are four proposed bylaws amendments; one related to policies and procedures, and two about the composition of the Executive Council. The fourth change is regarding bringing an end to our glaciated peak membership requirement.

Since our founding on Mt. Hood on July 19, 1894, joining the Mazamas has required stepping foot on the summit of a glaciated peak, and having arrived at the summit under your own power. Throughout the course of our history we have had people of all ages join the Mazamas (we believe the youngest was 3 when they joined!). Whether you climbed Mt. Hood, Everest, or Old Snowy, the glaciated peak summit has been the one common denominator for all of our members. 

The roots of the glaciated peak requirement are in the Oregon Alpine Club, which was formed in 1887. The original idea for the club was mountaineering, but it didn’t take long to expand to include photography, literature, boating, and more. In 1894, William Steel saw an opportunity to create a new group, the Mazamas, which would unify around mountaineering through a membership requirement written into the bylaws, where it has remained since.

Through the years, the Mazamas, just like the Oregon Alpine Club and The Mountaineers (which was an offshoot of the Mazamas) expanded its offerings. The Local Walks Committee was formed in 1912 and was the early incarnation of our current Trail Trips Committee. There have been square dancing events and photography exhibits at the Mazamas. In the 1970s the Whitewater Committee was formed and offered a robust whitewater rafting program until it was phased out in the mid 80s. The Nordic skiing class was created in 1972 and is still going strong. Chuckwagon events, where participants day hike and have their food and gear supplied for them, were popular. Round the Mountain, an annual event where hikers circumnavigate Mt. Hood over three days with nothing but a daypack, while staying at Mazama Lodge each evening, sells out quickly most years with a waiting list. Five years ago we added Adventure WILD (now Mazama Wild) to our program offerings, serving kids ages 4–10 in a summer camp program based out of the Mazama Mountaineering Center. Our Street Rambles program, which was started in1987, is our single largest program based on participant numbers.

The new programming created over the years has increased the number of participants in our programs and increased the variety of people that we are able to serve. In a typical year our climbing related activities and education programs serve approximately 1,800 participants. Conversely, our non-climbing related activities (Trail Trips, Street Rambles, RTM, youth programming) and education programs (Nordic, Canyoneering, Backcountry Skiing) typically serve more than six times that number, with approximately 10,000 participants. Despite this expansion in Mazama programming, we have never lost our focus on mountain recreation, exploration, and conservation. All of our activities and events connect to that core mission. 

However, the unintended consequence of our membership requirement is that many of the people who engage in our programs cannot join the Mazamas. Some of our most dedicated hikers and ramblers, who would gladly go through our hike leader training, are unable to lead hikes for the Mazamas. These are people who we welcome as participants in our activities, but when they want to give back to their community as volunteers, they are met with a closed door—unable to share their expertise on a committee, as a class instructor, or as a hike or ramble leader. 

Every week at the Mazama Mountaineering Center we receive calls and emails from people who have just discovered the Mazamas and are interested in what we do. They are often excited to join and instead of being able to meet their excitement with equal enthusiasm, we must start the conversation with “have you climbed a glaciated peak?” These conversations often end in frustration, confusion, and sadness as the individual realizes they don’t meet our requirement, and don’t know how to go about doing it. 

We have made the argument for years that we are an equitable organization since we allow anyone to participate in our programs and activities, regardless of membership status. However, that participation comes at a cost, as our nonmember rates are higher than for members. Avid outdoor enthusiasts who love our mission and want to help support the Mazamas by becoming members and potentially providing volunteer labor are explicitly not allowed to do so.

If our glaciated peak requirement is about demonstrating skill and fortitude in a mountain environment shouldn’t completing the Elk-Kings traverse in the dead of winter when you frequently need microspikes (if not crampons) suffice? How about running around Mt. Hood in a day, which over 42-miles has 10,000 ft of elevation gain and loss and numerous difficult stream crossings? What about climbing El Capitan, which, on it’s easiest route, is 3,000 ft of technical rock that requires 5.10b skills? All of those activities show a dedication to the mountains and are arguably significantly more difficult than summitting Mount St. Helens or South Sister, and yet they don’t qualify for membership. 

If you have years of experience hiking and climbing, you might be thinking “well, how hard is it to go slog up Mount St. Helens or South Sister?” I feel this is the wrong question to be asking ourselves as we evaluate the glaciated peak requirement. If the requirement is, as we often say, rooted in creating a like-minded community dedicated to the mountains, and yet we view Mount St. Helens and South Sister as easy day hikes, how does climbing either of them contribute to that like-minded community? 

What about the people who have never climbed, but are extremely active in protecting (or creating) wilderness areas to protect the mountains, advocating for the creation of new trailheads to support more mountain recreation, or actively maintaining the trails we frequent? Aren’t those people we would want to welcome into our community that is dedicated to inspiring everyone to love and protect the mountains?

I don’t believe the experience of standing atop a glaciated peak is what unites us. Rather, it is our shared love of the mountains and our desire to belong to a community that is our unifying force. A commitment to sharing in common experiences with others and engaging in activities in which we find personal meaning. That could be teaching someone how to rappel for the first time, climbing to the top of Mt. Hood, participating in a weekly Street Ramble, serving on a committee that helps disperse grant funds to organizations and individuals, planning the Portland Alpine Fest, or travelling with the Mazamas on an Outing, to name just a few of the myriad ways one can actively volunteer with the Mazamas.

For the Mazamas to continue to be a vibrant, valued, and relevant part of our community, it is time to update our bylaws and remove the glaciated peak requirement. As we work to build a truly diverse, equitable, and inclusive community, we must be able to say to everyone who wants to be a Mazama that they are welcome here, as a full-fledged member.

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Mazama Members: Two Proposed Bylaws Changes

by Steve Hooker, Mazama President
On your Mazama ballot this fall you’ll find two proposed bylaw changes regarding dues. Dues were last increased more than 10 years ago while cumulative inflation over that period has been nearly 20 percent.
The first proposed bylaw change would increase dues from $60 to $72 per year for regular members. Students, members over 60 who have been members for 5 years, and spouses or domestic partners of regular members would still pay half this rate, or $36 per year. If approved by our membership this change would go into effect for new members in October 2016 and in 2017 for those renewing.
Your Executive Council unanimously supports this proposal and here are a few of the reasons why:
  • The Mazamas is a financially healthy organization in part because we have several different sources of income. While program fees, contributions, and grants from the community continue to grow, member dues still represent about 12 percent of our annual revenue. This is down from 19% in 2006.
  • Even as dues have remained unchanged for ten years, expenses like insurance, utilities, maintenance, supplies, and outside services have gone up each year.
  • The Mazama Mountaineering Center serves more than twice the number of events, classes, and programs than in 2006 when we operated out of the old space at NW 19th and Kearney.
  • We are midway through our strategic plan that is delivering many improvements, not the least of which is a new IT system that will automate much of what is done manually today. We’ll finally be able to do away with paper climb cards!

The second proposed bylaw change would allow Executive Council to raise dues periodically without a bylaw revision. However any increase would be limited to no more than 3 percent per year cumulatively. For example if Executive Council thought an increase in dues was necessary in October 2021 dues could go up to no more than $81 ($72 x 1.03 x 1.03 x 1.03 x 1.03).
This proposed bylaw change is also unanimously supported by your Executive Council.
You will be asked to consider each proposed bylaw change separately. Thus you could vote for both (the recommendation of Executive Council), neither, or one but not the other.
I hope you will agree that the Mazamas provides an outstanding value for both our members and the community that we serve.
Please feel free to share your comments or feedback with me at stevehooker@mazamas.org
Thank you,
Steve Hooker
Mazamas President