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Changes to Bylaws

ATC Board Makes Changes To Its By-Laws

June 30, 2020

The Appalachian Trail Conservancy (ATC) Board of Directors reviews its By-Laws periodically to insure they adequately outline its obligations and governance processes.  Over the last year, the Board conducted a detailed review and has made changes that broadly fall into three categories: governance, policy and language clarification.

For governance, the Board:

  • voted to allow the Board from time to time as it deems necessary and as approved by three-fourths of the then current Board to increase the Board slate by two additional persons in addition to the up to fifteen persons contemplated by the By-laws. This flexibility will allow the Board to add, when needed, additional diversity of experience, skills and viewpoints to the leadership of the Conservancy.
  • modified the Board tenure language in the By-Laws, such that no Board member can serve greater than three consecutive three-year terms. However, a Board member who has served up to the maximum term limit may be re-elected after a respite of one Board election term. The Board is interested in striking a balance between maintaining continuity and experience with making room for fresh ideas and new experiences.
  • added language that the Board shall be divided into three classes, with each class to consist, as nearly as possible, of one-third of the total number of directors making up the entire Board.

For policy, the Board included language in the By-Laws:

  • shortening the period required for written notice of any special meeting of the Board to at least two (2) days prior thereto.
  • clarifying that Officers of the Conservancy shall be nominated by the Board Chair, that any vacancy in an elective office regardless of when occurring shall be filled by a majority vote of the remaining members of the Board at the time, subject to Board quorum provisions of the By-Laws, and that any officer so elected shall serve for a period up to the unexpired term of the predecessor in office and may stand for re-election to any officer position.
  • establishing that the Board shall approve a charter for the Stewardship Council, and that the Stewardship Council shall record minutes of it’s meetings.
  • clarifying that the Executive Committee quorum requirement is five voting members.
  • clarifying that for purposes of reviewing and discussion of any changes to the By-Laws 30 days (rather than a month) must elapse prior to voting on whether to adopt said changes.
  • conforming language with respect to the ATC’s mission statement.

For language clarification, the Board carefully read through the By-Laws and corrected tense and other small grammatical edits that did not materially affect the intent of the By-Laws.