Experts recommend holding a governance review every 3-5 years, and GMC’s last governance review took place in 2017. The governance committee was formed in May 2024 and worked hard for nearly two years to develop these proposed bylaw changes. The committee gathered input from the board, staff, sections, and a non-profit law attorney.
GMC’s current bylaws provide in Article VII Section 2 that members may amend the bylaws “by a two-thirds vote of those present and voting at any meeting of the membership”. At its March 2026 meeting, the GMC board of directors recommended these changes for a vote at the June 13, 2026 annual meeting.
Below, find a summary of the proposed changes, along with the full text of the bylaws:
Current Bylaws (last updated 2017)
Proposed Changes (redline version to show language changes)
Proposed New Bylaws (clean version)
The following sections explain the proposed changes in each article of the bylaws. For questions, please contact Executive Director Mike DeBonis via email ([email protected]) or phone at (802) 241-8212.
Article II – Members and their Meetings
The changes in this article simplify membership classes to allow the club flexibility and align with current practices. For example, Ridgeline donors are given a complimentary membership, which is a standard practice among nonprofits. These changes provide that these types of memberships can be approved by the board rather than requiring a bylaw change.
Article III – Board of Directors and its Meetings
The changes in this article:
- Update the function of the board to reflect its role in oversight rather than the day-to-day operations of the club, which is now handled by the staff.
- Clarify that the Executive Director is an ex-officio non-voting member of the board of directors (aligning with current practice).
- Remove the provision for alternate directors, which is not allowable under Vermont law. An individual is either a director or not – the law does not allow conditional appointment to that role.
- Change the prohibition from serving on the board for 3 years after employment for all types of employees.
- Simplify the conflict of interest statement to explicitly delegate to the existing Conflict of Interest Policy, so there is no confusion about which terms apply.
- Allow the board to set its own meeting schedule, and in particular decouple board meetings from the annual meeting. Historically, the June board meeting has been held immediately following the annual meeting, which creates significantly more work for staff and volunteer leadership to execute and results in a very short board meeting without opportunity for deep work.
- Update quorum requirements and procedures for action without a meeting to comply with Vermont law.
Article IV – Officers and Executive Director
The changes in this article:
- Update “officers of the corporation” to “officers of the board” to reflect the current responsibilities of these roles. An officer of a corporation (e.g. the Chief Executive Officer or Executive Director) is responsible for day-to-day operations of an organization, whereas an officer of a board has particular responsibilities on a board of directors. GMC’s board of directors oversees the Executive Director but is not responsible for day-to-day operations. These changes reflect the evolution of the club and align the bylaws with current practice.
- Change the titles of President and Vice President to Chair and Vice Chair. Similar to the above point, the general public typically assumes that a President and Vice President is an executive officer of the corporation responsible for day-to-day activities of the organization. A volunteer President is common in volunteer-run organizations like GMC sections or smaller nonprofits, but this no longer fits the GMC. The Chair (volunteer)/Executive Director (staff) model is common for organizations with shared leadership between the board and staff (e.g. Catamount Trail Association, Appalachian Trail Conservancy). At the other end of the spectrum, the Chair (volunteer)/President (staff) model is common for larger organizations like Appalachian Mountain Club or Vermont Community Foundation which are mainly led by the staff. While this change is a departure from past tradition at the GMC, it has unanimous support from the governance committee and GMC’s current and immediate past presidents.
- Change the term limit for the Treasurer from six to three one-year terms, making it consistent with the other three officer roles. The six-year limit was from a time when the treasurer played a larger role in day-to-day operations and is no longer needed.
- Update the descriptions of each officer role to reflect current practice and legal conventions.
- Update the description of the Executive Director to align with current practice.
Article V – Committees
The changes in this article:
- Update language for the establishment, action, membership, and appointment of committees to reflect current Vermont law and provide clarity to volunteer leaders. GMC committees have long included non-board members, and this model has served GMC well. Under Vermont law, these non-board members cannot participate in any committee action that exercises board authority, which makes sense since these committee members are not members of the board. The new wording allows GMC to continue its current practice, e.g. the Budget and Finance Committee (comprised of directors and non-directors) recommends a budget to the board, but only the board has the authority to approve the budget for the organization. The Executive Committee is the only committee that currently exercises full board authority, and under this proposal it will be comprised fully of directors (as discussed below).
- Update the role of the Executive Committee to reflect other changes in the bylaws and clarify the limits on its power under Vermont law.
- Change the Executive Committee composition from 9 members to 5 members, all of whom must be current directors. Having non-directors on an Executive Committee is very unusual, especially given that the Executive Committee may act on behalf of the full board. The large Executive Committee model came from a time when the board played a larger role in day-to-day operations of the GMC; a smaller Executive Committee is more typical and will best serve the organization in its current form. Including the immediate past Chair for one year is a long-standing GMC practice that has served the club well.
Article VI – Local Sections of Corporation
The changes in this article add language that clarifies the fiduciary responsibility of GMC over money that it gives to sections. GMC’s sections are unincorporated associations (with the exception of the Worcester section which is an incorporated 501(c)3 nonprofit), which means they cannot receive charitable contributions on their own. When GMC remits funds to any organization that is not a 501(c)(3) nonprofit, it still has fiduciary responsibility for those funds and must ensure that those funds are used to support GMC’s mission. The new language, recommended by GMC’s legal consultant, sets a framework for GMC to fulfill that fiduciary responsibility.
