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Bylaws

ARTICLE I: NAME AND LOCATION
The name of the corporation is THE GLACIER MOUNTAINEERING SOCIETY, hereinafter referred to as the "Society." The principal office of the corporation shall be located in Flathead County, Montana, but meetings of members and directors may be held at such places within the state of Montana as may be designated by the Board of Directors.

ARTICLE II: DEFINITIONS
Section 1. "Society" shall mean and refer to the Glacier Mountaineering Society, its successors and assigns.

Section 2. "Member" shall mean and refer to every person or entity who holds membership in the Society.

Section 3. "Board" shall mean and refer to the Board of Directors of the Society.

Section 4. "Director" shall mean and refer to a member of the Board of Directors of the Society.

Section 5. "Advisor" shall mean and refer to a member of the Advisory Board of the Society.

ARTICLE III: PURPOSE
The purpose of the Society is to provide mountain oriented experiences for its members.

ARTICLE IV: MEMBERSHIP
Section 1. Application and Acceptance. Application for membership in the Society shall be made in the form required by the Society. Acceptance of an application shall be evidenced by the issuance of a membership card.

Section 2. Types of Membership. There shall be three types of membership:

a. Lifetime Membership;
b. Regular Membership; and
c. Junior Membership.

Upon receipt of a life membership fee, as provided herein, the Board may, at its discretion, approve for life membership in the Society any person deemed suitable for such membership. The payment of such fee shall constitute full payment for life of the annual Society dues for such member. Alternatively, the Board may, at its discretion, award the status of life member upon an individual deemed worthy by the Board based upon the individual's contributions to the Society and/or individual achievements. All members of the Society eighteen (18) years of age and older shall be deemed regular members. All members of the Society seventeen (17) years of age and younger shall be deemed junior members.

Section 3. Termination of Membership. All memberships shall terminate upon the expiration date set forth on a member's membership card.

ARTICLE V: VOTING
All regular and lifetime members of the Society shall have the right to vote for directors, amendments to these Bylaws and upon motions duly brought to a meeting of the Society. No junior member shall have the right to vote.

ARTICLE VI: DIRECTORS
Section 1. Number. The affairs of the Society shall be managed by a Board of nine (9) directors, each of whom must be a member of the Society.

Section 2. Terms and Elections. A director shall serve a three (3) year term and until their successors are duly elected and installed. Three (3) directors shall be elected each year from the Society membership as herein provided. At the first annual meeting, the Board as identified in the Articles of Incorporation shall elect three (3) directors for a term of one (1) year each, three (3) directors for a term of two (2) years each, and three (3) directors for a term of three (3) years each.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Society. In the event of death, resignation or removal of a director, his/her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor.

Section 4. Compensation. No director shall receive compensation for any service rendered to the Society. However, any director may be reimbursed for actual expenses incurred in the performance of duties.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of a quorum of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE VII: MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Society or by any five directors, after not less than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VIII: ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Society. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to he filled. Such nominations must be made from among members.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast one (1) vote in respect to each vacancy. The persons receiving the largest total of votes shall be elected. Cumulative voting is not permitted.

ARTICLE IX: POWERS AND DUTIES
Section 1. Powers. The Board of Directors shall have power to:

a. Adopt and publish rules and regulations governing the Society, and the personal conduct of the members and their guests, and to establish penalties for the infraction thereof.

b. Exercise for the Society all powers, duties and authority vested in or delegated to the Society and not reserved to the membership by other provisions of these Bylaws or the Articles of Incorporation.

c. Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote.

b. Supervise all officers, agents and employees of this Society and see that their duties are properly performed.

c. As more fully provided herein, to fix the annual dues and pay such expenses as are necessary.

ARTICLE X: ADVISORY BOARD
Section 1. Purpose. The purpose of the Advisory Board of the Society shall be to advise the Board of Directors, and the membership-at-large, from time to time, on matters of importance to the Society.

Section 2. Composition. The Advisory Board shall consist of not more than eleven (11) Advisors. Membership in the Society shall be considered a prerequisite to appointment to the Advisory Board unless waived by the Board of Directors. Membership on the Advisory Board shall be by appointment of the Board of Directors.

Section 3. Term of Appointment. All advisors shall serve at the pleasure of the Board of Directors, but in no event shall such term be for less than one (1) year from the date of appointment.

Section 4. Chairman. The Board of Directors shall appoint a chairman of the Advisory Board who shall organize the Advisory Board in a manner deemed most appropriate to serve the needs of the Board of
Directors and the Society.

ARTICLE XI: MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held at noon on the Saturday during GMS Week of the year following the date of incorporation of the Society, and each subsequent noon on the Saturday of GMS Week each year thereafter.

Section 2. Special Meetings. A special meeting of the members may be called at any time by the President or by the Board of Directors or upon written request of ten (10%) percent of the members who are entitled to vote.

Section 3. Notice of Meetings. Written notice of the annual meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by specifying the place, day and hour, and the agenda for the meeting in the May edition of the Glacier Mountaineering Society Journal, copies of which shall then be mailed to each member. Written notice of a special meeting of the members shall also specify the place, day and hour, and agenda for the meeting, shall be mailed to each member, and shall also be published in the Hungry Horse News once a week for three (3) consecutive weeks. The first publication shall be published not more than thirty (30) days prior to the date set for the meeting.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one tenth (1/10) of the votes of the membership shall constitute quorum for any action except as otherwise provided in the Articles of Incorporation, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable.

Section 6. Governing Rules. The rules contained in the current edition of Roberts Rules of Order shall govern all meeting of the members in all cases in which they are applicable and not inconsistent with these Bylaws.

ARTICLE XII: OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Society shall be a President and Vice-president, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create. All officers shall at all times be directors.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Society shall be elected annually by the Board and each shall hold office for one (1) year unless he/she is reelected, shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Society may require, each of whom shall hold office for such period, have such authority, and perform such
duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified herein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he/she replaces.

Section 7. Multiple Offices. Any two (2) or more offices may be held by the same person except the office of President.

Section 8. Duties. The duties of the officers are as follows:

a. President. The President shall preside at all meetings of the Board of Directors: shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and may co-sign all checks and promissory notes.

b. Vice-President. The Vice-President shall act in the place and stead of the President in the event of the absence of the President, the inability or refusal of the President to act, and shall exercise and discharge such other duties as may be required by the Board.

c. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Society and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Society together with their addresses, and shall perform such other duties as required by the Board.

d. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Society and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Society; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and make available a copy of each to the members.

ARTICLE XIII: COMMITTEES
Section 1. Appointment. The President shall appoint from the Society membership such committees and administrators of Society activities as the Board may direct or as the President deems advisable or
necessary.

Section 2. Standing Committees. The Board of Directors may appoint such committees as deemed appropriate in carrying out its purposes such as:

a. A Journal Committee which shall prepare the Society's Journal to inform the membership of the activities and functions of tile Society and shall, after consultation with the Board and the Chairman of the Advisory Board of the Society, make such public releases in the Journal as are in the best interests of the Society.

b. A Climbing Committee to plan mountain climbs and draft and revise, as necessary, the leadership manual.

c. A Social Committee to plan and administer the Society's social events.

d. A GMS Week Committee to plan and administer the events occurring during GMS Week. The chairman of the GMS Week Committee shall preside at the GMS luncheon.

e. A Membership Committee to process applications for membership and maintain a current roster of the names, addresses and telephone numbers of all members.

f. An Off-Season Climbing Committee to plan and organize climbing trips occurring between October and May.

Section 3. Glacier National Park Liaison. The Board of Directors shall appoint one member as the Society's liaison with Glacier National Park, which individual shall serve at the pleasure of the Board. The Glacier National Park liaison shall be the primary contact for communication between the Society and the Park.

ARTICLE XIV: BOOKS AND RECORDS
Section 1. The books, records and papers of the Society shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the Bylaws of the Society shall be available for inspection by any member at the principal office of the Society, where copies may be purchased at reasonable cost.

ARTICLE XV: CORPORATE SEAL
Section 1. The Society shall have a seal in circular form having within its circumference the words: "GLACIER MOUNTAINEERING SOCIETY CORPORATE SEAL MONTANA."

ARTICLE XVI: AMENDMENTS
These Bylaws may be repealed or amended, or new Bylaws may be adopted, at an annual meeting, or any other meeting of the members called for that purpose by the Directors, by a vote, either in person or hy proxy, representing one-third (1/3) of the members entitled to vote. Any amendment shall be reported to the membership in the Society's Journal.

IN WITNESS WHEREOF we, being all of the Directors of the Glacier Mountaineering Society, have
hereunto set our hands this 10th Day of March, 1997.