Bylaws of the Appalachian Trail Conservancy

As amended December 1, 2023, by the Board of Directors

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Article 1. Name and Place of Business

The name of this organization shall be the Appalachian Trail Conservancy (the “Conservancy”). The principal office of the Conservancy shall be at Harpers Ferry in the State of West Virginia.

Article 2. Purpose

The Conservancy is a volunteer-based organization dedicated to the preservation and management of the Appalachian Trail, ensuring that its vast natural beauty and priceless heritage can be shared and enjoyed today, tomorrow, and for centuries to come. The Conservancy, incorporated in the District of Columbia on December 10, 1936, is organized and operated solely for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code (the “Code”). The Conservancy is governed by its Board of Directors. Members elect the Board of Directors as prescribed by Article 5.3.

Article 3. Members

Section 3.1. Categories. There shall be three categories of membership:

1. Life Member: An individual or couple who has qualified for lifetime membership as prescribed in Article 9.
2. Individual Member: Individuals who are in good standing by virtue of having paid the then-applicable annual membership fee as prescribed in Article 9.
3. Maintaining Organization: A club or organization (including its subdivisions) that has been assigned by the Conservancy sections of the Appalachian Trail for maintenance or management.

Section 3.2. Honorary Member. Upon recommendation of the Executive Committee, honorary membership may be conferred by the Board of Directors (hereinafter referred to as “the Board”) at a regular meeting of the Conservancy on an individual who has made a distinguished contribution to the Appalachian Trail. Nominees for honorary membership must have performed significant service independent of paid official duties. The service performed shall have had an inspirational or exemplary effect because of its special quality/character or innovative aspects, rather than be service of a conventional nature but performed in a superior manner. There shall be no others having comparable qualifications who are not already honorary members or nominees themselves. If the nominee’s service has been mainly with a particular maintaining organization, that service must have had either regional implications, or must bear upon the Appalachian Trail as a whole or must bear upon the maintaining organization’s relationship to the Conservancy. The service shall have been of considerable duration, demonstrating a long-term commitment to the Appalachian Trail and the Conservancy. An Honorary Member shall be classified as an Individual Member for voting purposes.

Article 4.  Meetings of Members

Section 4.1. Regular Meetings. Regular meetings of the Conservancy shall be held annually at places determined by the Board. A regular meeting is defined as one at which the members of the Conservancy attend to the business of the Conservancy, including the election of Board members and the consideration of motions and resolutions relevant to the corporate affairs of the Conservancy. Regular meetings may be held by means of the Internet or other electronic communication technology in a fashion through which the members have the opportunity to read or hear the proceedings, vote on matters submitted to the members, pose questions, and offer comments.

Section 4.2. Special Meetings. Special meetings may be called by the Board at such times and places as the Board may determine. A special meeting may also be called at the request of twenty-five (25) percent of the voting membership and held at a place determined by the Board or by electronic means described in Section 4.1.

Section 4.3. Notice. A notice stating the place, day, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than ten (10) days or more than sixty (60) days before the date of such meeting. Notice in the principal publications of the Conservancy (including its official website) are deemed proper and qualifying means of notification. In case of a special meeting, the purpose for which the meeting was called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Conservancy, with postage thereon paid. Any member may waive notice of any meeting.

Section 4.4. Representation. Each Life Member and each Individual Member shall have one vote. Elections will be by way of electronic balloting. Maintaining Organizations shall be represented by one officer—the President, Secretary, or Treasurer—who shall have one vote. Should the selected officer be unable to attend, such officer may be represented by a duly designated alternate, authorized in writing by the Maintaining Organization’s President.

In addition, each Maintaining Organization shall be allowed one vote for every ten miles (or major fraction thereof) of the Appalachian Trail assigned to it by the Conservancy. Those votes shall be cast in the manner specified in the preceding paragraph. For the purposes of voting, the decision of the Chair as to the extent of mileage maintained by an organization shall be accepted.

Section 4.5. Quorum. A quorum shall consist of one hundred (100) members in good standing, present in person or represented by proxy. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time without further notice.

Article 5.  Board of Directors

Section 5.1. General Powers and Duties. The affairs of the Conservancy shall be overseen by the Board. The Board shall determine the mission and ensure effective organizational planning of the Conservancy and evaluate the organization’s effectiveness in achieving its mission, using such guidelines as it may adopt from time to time. It shall select the President; approve Conservancy policies; establish and charge the Stewardship Council (an advisory Council to the Board regarding conservation and trail operations policies and programs) and appoint a Member to the Stewardship Council as a representative of the Board; advise the President on major decisions; advise management on policies and processes to achieve adequate funding; establish and maintain relationships with the Stewardship Council, maintaining organizations, cooperating state and federal agencies, members, and other stakeholders; cultivate new partners; enhance the public standing of the Conservancy; provide financial oversight; determine, monitor, and strengthen the Conservancy’s programs and services; ensure legal and ethical integrity; maintain accountability; recruit and orient new Board members; assess Board performance on a periodic basis; and support the President and assess his or her performance. The Board has the authority to make or to withdraw an assignment for the maintenance of a section of the Appalachian Trail.

Section 5.2. Qualifications and Tenure. The Board shall consist of the Chair, Vice Chair, Secretary, Board representative to the Stewardship Council and Treasurer of the Conservancy, the Conservancy’s President (ex officio in a nonvoting capacity), and up to sixteen (16) additional persons, recruited according to the interest, skills, and experience that they would bring to the Conservancy. Qualifications to be considered for Board nomination include, among other skills: being a member of the Appalachian Trail Conservancy; having a willingness to become thoroughly familiar with, and adhere to, Board member responsibilities; having a knowledge of, and passion for, the Appalachian Trail; and, having a commitment to the cooperative‐ management system. Board members may serve up to three (3) consecutive three‐year terms. Notwithstanding the foregoing, a Board member who has served up to the maximum term limit may be re-elected after a respite of one Board member election term (3 years).  The Board shall be divided into three classes, with each class to consist, as nearly as may be possible, of one‑third of the total number of directors constituting the entire Board.  A Board member may be elected to an officer position at any time during his or her term.

Section 5.3. Election of the Board. The Board slate shall be elected by the members of the Conservancy by means of electronic balloting. Nominations for membership to the Board shall be proposed by a committee designated by the Board. The slate proposed by said committee shall be published in a manner consistent with the notification requirements for regular meetings. As a policy, any Board member up for re-election must recuse himself or herself from any voting or discussion about their own candidacy.

Additional individual nominations may be made, up to ninety (90) days prior to the anniversary date of the prior year’s regular meeting, by a written petition including (a) written signatures of at least one thousand five hundred (1,500) voting members of the Conservancy, (b) the name and address of each such voting member intending to support the nomination, (c) the name and address of the person proposed to be nominated, and (d) a letter of intent from each nominee describing the nominee’s commitment to the mission of the ATC, the ways by which the nominee can advance the mission of the ATC, relevant experience and qualifications, and a resume or curriculum vitae. Any such individual nominee must provide within five (5) business days of the ATC’s request an executed agreement to be bound by the ATC’s standard forms of agreements for directors, including (i) Conflict of Interest Policy, (ii) Board Member Role Description, and (iii) all other ATC policies and guidelines applicable to directors.

Section 5.4. Regular Meetings of the Board. The Board shall meet at least three (3) times per year.

Section 5.5. Special Meetings of the Board. Special meetings may be called by the Executive Committee or at the request of three Directors and at such times and places as it deems appropriate or necessary. Some or all members may participate via telephone conference call or other comparable means of simultaneous communication.

Section 5.6. Notice. Notice of any special meeting of the Board shall be given at least two (2) days prior to the date of the meeting by written notice delivered personally, sent by postal or electronic mail or other means to each member of the Board at the address shown in the records of the Conservancy.

Section 5.7. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than a majority of the Board is present at said meeting, a majority of the Board present may adjourn the meeting from time to time without further notice. Each member of the Board present shall have one vote.

Section 5.8. Removal. An officer of the Conservancy or member of the Board may be removed from office for cause by a majority vote of the Board. “Cause” may include, but is not limited to, violation of the conflict‐of‐interest policy, realization of wrongful personal financial gain as a result of Board membership, breach of confidentiality, working to subvert the decisions of the Board, gross abuse of authority or discretion, abusive speech or conduct, fraudulent or dishonest behavior, or any other breach of duties as a Director. Members, as described in Article 3, may not vote to remove a Board member without cause during that member’s term.

Section 5.9. Vacancies. Any vacancies occurring in the membership of the Board shall be filled by a vote of the majority of the remaining members of the Board. A person elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 5.10. Compensation. Elected members of the Board shall not receive any stated compensation for their services but may be reimbursed for their expenses for attendance at meetings of the Board and other proper expenditures as may be incurred in connection with the performance of Conservancy business.

Section 5.11. Committees of the Board. The Board may delegate such of its powers as it considers advisable—except those powers which by law, the Articles of Incorporation, or these Bylaws may not be so delegated—to such committees as the Board or these Bylaws may from time to time establish by a vote of a majority of the directors. The members of all such committees and their chairs shall be nominated by the Chair, elected by a majority of the Directors, and shall serve at the pleasure of the Board. The Board shall approve a charter for each such committee, other than the Executive Committee, setting forth its responsibilities. All committees of the Board shall record minutes of their meetings. The Board shall, in any event, appoint the following committee of the Board:

Executive Committee. In the intervals between the meetings of the Board, the affairs of the Conservancy shall be under the control of the Executive Committee of the Board. The Executive Committee shall consist of the Chair, the Vice Chair, the Secretary, the Treasurer, the Board appointee to the Stewardship Council, and the Conservancy’s President (ex officio, in a non-voting capacity). It shall be the duty of the Executive Committee to carry out policies previously established by the Board. Four (4) voting members shall constitute a quorum one of which must be the Chair. They may vote either at a meeting or by telephone. Minutes of all meetings shall be sufficient to establish a record of the decisions of the Executive Committee.

The Executive Committee shall not:

1. Authorize the distribution of funds;
2. Approve action that these Bylaws require to be approved by members and/or the Board;
3. Fill vacancies on the Board and any of its committees; or
4. Adopt, amend, or repeal Bylaws.

Section 5.12. Other Committees. Other committees may be designated by resolution adopted by a majority of the members of the Board present at an official meeting.

Section 5.13.  Stewardship Council Oversight and Administration. The Board shall approve a charter for the Stewardship Council.  The Stewardship Council shall record minutes of its meetings. The Board appointed representative to the Stewardship Council shall ensure proper oversight and communication between the Board and the Council.

Article 6. Officers

Section 6.1. Officers. The officers of the Conservancy shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, a Member appointed to the Stewardship Council, and a President.

Section 6.2. Election, Qualifications, and Terms of Office. The officers of the Conservancy shall be members and shall be nominated by the Chair and elected by the Board consistent with the staggered intervals outlined in Article 5. Any vacancy occurring in any elective office shall be filled by a majority vote of the remaining members of the Board at the time of the vacancy, subject to the quorum provisions of these Bylaws. They may vote either at a meeting or by telephone. The officer elected to fill such vacancy shall serve for a period up to the unexpired term of the predecessor in office and may stand for reelection to any officer position.

Section 6.3. Chief Executive Officer. The President of the Conservancy shall serve as the Conservancy’s Chief Executive Officer and shall be appointed by the Board. The President is an ex officio, nonvoting member of the Board and Executive Committee. In the event the President is temporarily unable to fulfill the duties of that office, the Executive Committee shall appoint an Acting President for the duration of the disability.

Section 6.4. Duties of Officers. It shall be the duty of the Chair to preside at all meetings of the Conservancy and of the Board and generally to carry out the purposes for which the Conservancy was organized. The Chair is authorized to sign documents on behalf of the organization, to appoint committees with the approval of the Board, and to be an ex officio member of any committee. The Vice Chair shall have such powers and duties as shall be assigned by the Board. The Vice Chair shall be designated to act in the absence of the Chair, or in the event the Chair is not able to perform the duties of that office (Disability of the Chair), for the duration of the absence or disability. Should the Vice Chair not be available to act in the absence of the Chair, the next two lines of succession shall be the Secretary and Chair of the Governance Committee, respectively. The Secretary shall keep all records of meetings of the Board and make a report thereon. The Treasurer shall have general oversight of the financial affairs of the Conservancy and such other duties as are specified in these Bylaws, including oversight of such committees as the Board shall designate, and shall have such other duties as shall be specified by the Board. The Member appointed to the Stewardship Council will maintain a communications link between the Board and the Stewardship Council. The President of the Conservancy, as Chief Executive Officer, shall have direct line authority over its employees and is responsible to the Board for the administration of the Conservancy and for carrying out the policies established by the Board.

Article 7. Contracts, Checks, Deposits, Funds

Section 7.1. Contracts. The Board may authorize any officer or officers and agent or agents of the Conservancy to enter into any contract or execute or deliver any instrument on behalf of the Conservancy, and such authority may be general or confined to specific instances.

Section 7.2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Conservancy shall be signed by such officer or officers or agent or agents of the Conservancy and in such manner as shall from time to time be determined by resolution of the Board.

Section 7.3. Deposits. All funds of the Conservancy shall be deposited to the credit of the Conservancy in such banks, trust companies, or other depositories in accordance with the policies established by the Board.

Section 7.4. Gifts. The Board may accept or reject on behalf of the Conservancy any contribution, gift, bequest, or devise for the general purposes of, or for any special purpose of, the Conservancy.

Article 8.  Books and Records

The Conservancy shall keep correct and complete books and records of account; shall also keep minutes of the proceedings of member meetings, meetings of the Board, and all Committee meetings; and shall keep, at the registered or principal office, a record giving the names and addresses of the members. All books and records of the Conservancy may be inspected by any member, or his or her agent or attorney, for any proper purpose at an agreed-upon time.

Article 9. Finances

Section 9.1. Dues. Individual Members shall pay a yearly membership fee at a rate to be fixed by the Board. This fee is due upon acceptance to membership and at the expiration of twelve calendar months each year thereafter. Eligibility for Life Membership shall be determined by the Board. Honorary Members shall not be assessed dues. There shall be no fixed membership fee for Maintaining Organizations, although they are encouraged to support the work of the Conservancy through voluntary contributions on a yearly basis.

Section 9.2. Expenses. The expenses of the Conservancy shall be met by dues from members, by voluntary contributions from others interested in its purposes, and by other sources, approved by the Board, that support the purposes of the Conservancy.

Section 9.3. Fiscal Year. The fiscal year of the Conservancy shall be for the twelve months ending on December 31, unless otherwise determined by the Board.

Section 9.4. Budget. Prior to the start of each fiscal year, the Board shall adopt a budget for the following fiscal year. It shall be the responsibility of the President, in consultation with the Treasurer and other interested persons, to provide the Board with budget recommendations. The Board may revise the budget as necessary during the fiscal year.

Section 9.5. Audit. At the close of each fiscal year, an independent audit of the finances of the Conservancy shall be performed by a Certified Public Accountant. The auditor shall be designated annually by the Board or its designee.

Article 10. Dissolution

In the event of the dissolution of the Conservancy, its remaining assets, if any, shall be distributed to one or more organizations having similar objectives and purposes in accordance with Section 501(c)(3) of the Code.

Article 11. Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Conservancy in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Conservancy may adopt from time to time.

Article 12. Conflict of Interest

A contract or transaction between the Conservancy and one or more of its members, Directors, members of a designated body, or officers or between a nonprofit corporation and any other entity in which one or more of its Directors, members of a designated body, or officers are Directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason or solely because the member, Director, member of a designated body, or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction, if:

1. The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors;
2. The material facts as to the relationship or interest of the member, Director, or officer and as to the contract or transaction are disclosed or are known to those entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote; and
3. The contract or transaction is fair as to the Conservancy as of the time it is authorized, approved, or ratified by the Board of Directors.

No Director shall vote on any matter under consideration at a Board or Committee meeting in which such Director has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Director having a conflict of interest abstained from voting.

All Directors shall disclose to the Board any possible conflict of interest at the earliest practical time, not less than annually.

Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this section.

Article 13. Amendment of Bylaws

The Bylaws, upon proper motion by a member and second by a member of the Conservancy, may be amended by a two-thirds vote of the members of the Conservancy voting at any regular meeting of the members when a quorum is present. The Bylaws also may be amended, including amendments to change quorum or voting requirements, by a two‐thirds vote of the Board. Such vote may be taken at any meeting of the Board. When changes to the Bylaws are proposed by the committee designated by the Board to oversee governance matters, the Board will allow thirty (30) days to elapse prior to voting on whether to adopt those changes; further, such changes shall be published either in the primary publications of the Conservancy and / or its official website, along with an explanation of the reason for such changes.

Article 14. Indemnification and Insurance

Unless otherwise prohibited by law, the Conservancy shall indemnify any Director or officer, any former Director or officer, any person who may have served at its request as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity whether for profit or not for profit, and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such director, officer, partner, employee or agent, provided that person acted in good faith and reasonably believed that: (1) In the case of conduct in an official capacity, that the conduct was in the best interests of the Conservancy; and (2) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the Conservancy; and (3) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

For the avoidance of doubt, the Conservancy shall also indemnify Directors and officers as required pursuant to applicable law.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Conservancy may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director, officer, or employee; provided, however, that such Director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Article or the District of Columbia Nonprofit Corporation Act of 2010.

The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such Director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Conservancy to make any indemnification permitted by law.

The Conservancy shall purchase insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a Director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Conservancy would have the power to indemnify the person against that liability under law.

In no case, however, shall the Conservancy indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Code. Further, if at any time the Conservancy is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or 4945(d), respectively, of the Code. Moreover, the Conservancy shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with § 4958 of the Code or any other provision of the Code applicable to corporations described in § 501(c)(3) of the Code.

Further, any officer, director, trustee, or other person who performs services for the ATC and who does not receive compensation other than reimbursement of expenses for those services shall be immune from civil liability to the extent provided by applicable law.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.