Wilderness Network of Georgia (WNG) Organization By-Laws

Accepted and Amended by membership vote on December 14, 2014.

1. NAME

The name of this organization will be Wilderness Network of Georgia, Inc.,

customarily followed by the statement: A Non-Competitive Outdoor Activities

Group for Gay Men.

2. ACTIVITIES

Subject to approval by the MeetUp Coordinator, WNG activities may include

hiking, camping, backpacking, kayaking, canoeing, rafting, rock climbing,

rappelling, caving, bicycling, mountain biking, snowboarding, downhill and cross-

country skiing, snorkeling, scuba diving, sailing and board sailing, fishing,

trekking, adventure travel, birding, environmental and conservation activities, and

other such wilderness or nature-oriented activities. Other activities related to

outdoor adventure may be offered by WNG, subject to approval of the MeetUp

Coordinator and the President. Hunting is not approved, and firearms or any

other dangerous items are not permitted at WNG events. WNG avoids

competitive sports and is not politically oriented or activist. For the safety and

enjoyment of all participants, all WNG events will be offered and conducted in

accordance with The WNG Trip Leader’s Guide and The WNG Participant’s

Guide, and will be rated according to The WNG Trip Difficulty Rating System.

These items are available to all WNG members.

3. MEMBERSHIP

Membership in WNG is open to all gay and bi-sexual men at least eighteen (18)

years of age who wish to participate in a spirit of good will, mutual respect, and

discretion; and is offered to all such individuals without regard to race, ethnic

origin, religion, physical ability, or degree of openness about their sexual

orientation. All members must assume responsibility for their own safety at all

WNG events. As a condition of joining, prospective members must read and

electronically accept for all trips such liability waiver as the EC may adopt or

promulgate from time to time, and post on the MeetUp WNG website.

4. TRIP PARTICIPATION

Only paid members in good standing are entitled to participate in WNG trips,

however non-members may attend quarterly (pot-luck) general membership

meetings without joining WNG. All trip participants must read and sign the WNG

Liability Waiver before joining any WNG-sponsored event. While all trip

participants must be paid members, if, however, a participant attends their first

trip and then decides that they wish to leave WNG permanently within 90 days of

payment of their dues, then they are entitled to a full refund of their dues.

5. MEMBERSHIP MEETINGS

WNG will hold quarterly meeting each year for the general membership,

commonly known as potluck and planning meetings.

6. EXECUTIVE COMMITTEE

WNG will be governed by an Executive Committee (EC) of eight to twelve

members, elected for two-year terms. The EC will meet quarterly, prior to each

membership meeting, and will be empowered to discuss and decide all WNG

matters, within the constraints of these Bylaws. Ongoing and emergency

business may be conducted by the EC via electronic or telephone

communications. Members may optionally participate via telephonic or

electronic means, such as via Skype®, ooVoo®, FaceTime®, GoogleHangout®.

Decisions will be made by a quorum -- at least 51% of EC members participating

in person or via electronic means. EC meetings will be scheduled and

announced at least 15 days in advance, except in emergency situations, and are

open to all WNG members.

To be eligible for the EC, an individual must have been a member of WNG for at

least six months, and have led at least one WNG event, attended by at least two

other people besides the leader, and not have any conflicts of interest. Possible

conflicts of interest may include: a) maintaining an ongoing sexual, or

cohabitation, or business relationship with any other EC member, or b) being in

2a position to financially benefit from decisions made by the WNG EC. If a conflict

of interest develops while serving on the board, then the EC member(s) involved

are required to disclose to the board the nature of the conflict as soon as

possible and be prepared to step down from the EC should the remaining

members agree that the conflict of interest is of enough concern.

EC members may serve more than one term. A Nominations Committee chaired

by the Vice President and two other EC members chosen by him will identify,

interview, and submit nominees for vacancies on the EC. The Nominations

Committee will submit nominees for EC membership at the third or forth EC

meeting. Those nominees will be presented to the general membership for

approval by majority vote at the third or forth membership meeting, after which

they will comprise “EC elect” members until they take office following the fourth

general membership meeting. The vote may be counted either by raising of

hands by attendees at the forth membership meeting, or by electronic means

such as provided by email, Doodle®, SurveyMonkey®, or by a combination of

methods. Other nominees may also be presented to the membership by petition

of at least five WNG members. Mid-term vacancies on the EC may be filled in the

same two ways at any membership meeting. Any EC member, including any

officer, may be removed from his position by a vote of at least two-thirds of all

current EC members. To be clear, voting may include an in-person count, or an

electronic vote.

7. OFFICERS

A Nominations Committee chaired by the Vice President and two other EC

members chosen by him will identify, interview, and submit nominees for the

following WNG offices at the fourth EC meeting. They will be elected to one-year

terms by a majority vote of EC and EC-elect members present. The newly-

elected officers will be presented to WNG members at the fourth membership

meeting, after which their terms will begin.

MeetUp Coordinator, whose duties include to solicit and offer to

members a diversified calendar of appropriate events in keeping with the

spirit, bylaws, and policies of WNG. MeetUp Coordinator has

administrative access to the MeetUp website and be responsible for:

a) WNG MeetUp site general maintenance and information posting,

b) ensuring that WNG is able to use updates, features, and functionality

that might become available within the MeetUp framework over time,

c) fielding questions from members,

d) providing support to new member enrollment, trip posting, payment

confirmation,

e) assisting the treasurer in approval of new members

f) approving new trips posted,

g) training other members on the use of MeetUp administrative functions

to ensure succession planning in the event that they can no longer

perform their duties.

The MeetUp Coordinator will work closely with the President and other

individuals to see that all appropriate activities are offered in a timely

manner. The MeetUp Coordinator will disapprove all trips that are not in

keeping with activities listed in the Bylaws or if safety or other issues are

involved.

President, whose duties are to lead meetings, be a spokesman

for WNG, assist the MeetUp Coordinator in providing appropriate WNG

events, see that members are notified of trips in a timely manner, see that

the WNG membership database and the WNG MeetUp website are

maintained, approve WNG activities other than trips, be a signer on the

WNG bank account, make routine business decisions, and execute the

Due Process Clause as provided for in these by-laws.

Vice President, whose duties are to assist the President

(especially in leading meetings, and as WNG spokesman), chair

nominations committees, and fill in for the President at meetings in the

President’s absence. The Vice President shall receive, review, and

reconcile any and all banking statements and financial records at least

once a month. The Vice President shall discuss any and all questions

and/or discrepancies first with the Treasurer and, if needed, with the

Executive Committee. This process shall serve as a check- and-balance in

tandem with the normal duties of the Treasurer as further outlined in these

bylaws. The Vice President will report quarterly at the EC meeting with

results of the monthly financial reconciliations of the previous quarter.

Secretary, whose duties are to manage WNG mail, keep

minutes of all WNG meetings and report them to the EC and the

membership regularly, see that the WNG bylaws are maintained and

made available on the WNG website, maintain appropriate printed and

photographic documents in the WNG archives, and perform other

secretarial duties as needed.

Treasurer, whose duties are to be a signer on the WNG bank

account, ensure membership and other payments due WNG are received,

work with the MeetUp Coordinator to approve and on-board new members,

maintain a current list of members, maintain and update WNG financial

records, insure all appropriate tax forms are filed with state and federal

4authorities in a timely and accurate manner, and provide an accurate

financial summary to the EC each quarter and to the general membership

in the first quarter each year.

The Executive Committee shall have power to employ necessary staff and other

help, to fix dues and fees, to authorize expenditures and to take all necessary

and proper steps to carry out the purposes of this corporation and to promote its

best interests. All officers may obtain the assistance of other WNG members in

carrying out their duties. Some of the specific official duties that may be

delegated at the discretion of the EC include but are not limited to

Archivist/Historian, Pot Luck Coordinator, Membership Coordinator, Membership

Database Manager, and Newsletter Editor. Officers may hold more than one of

the above positions, except that the President may not also be the Treasurer.

8. TRIP LEADERS

All WNG events will be conducted by qualified leaders, ordinarily WNG members

who volunteer their time and expertise. They must abide by all provisions in the

Trip Leader's Guide and the Trip Participant's Guide and inform participants

about trips according to the Trip Difficulty Rating System. Trip leaders have the

specific responsibility of requiring all participants, members and visitors alike, to

sign the WNG Liability Waiver before participating in any event, and to keep said

Waiver available for reference if needed. Participation in any WNG event will be

by permission of the trip leader, who may refuse any individual who appears to

lack necessary fitness or experience for an event or if the event is full. Trip

leaders may set other reasonable conditions for participation and require all

participants to abide by them.

9. DUE PROCESS

Complaints or accusations involving a violation of WNG bylaws, policies, or

procedures shall be reported in writing to an officer and shall include names and

contact information of witnesses with personal knowledge of the alleged violation.

The officer will notify the Executive Committee and the party or parties accused

in the complaint of the allegation and schedule the matter for hearing before the

Executive Committee with at least ten (10) days notice to both sides. All sides to

a complaint shall be given an opportunity to present their case or defense with

witnesses present at said hearing, consistent with principles of fairness and due

process. A finding by a majority of EC members present at the hearing can result

in actions ranging from no action, warning, or reprimand, to probation,

suspension, or expulsion from WNG.

10. AMENDMENTS

These Bylaws may be amended by a majority vote of WNG members present at

a membership meeting.

Amendment History:

BYLAWS Adopted at the Corporate Organization Meeting on March 6, 2005

Amended December 4, 2005

Amended March 5, 2006.

Amended September 7, 2008.

Amended March 17, 2013 : Purpose: to reduce conflicts of interests within the

EC, and update EC member and officer removal.

Amended December 14th, 2014 : Purpose: to ensure that electronic voting is

permitted, and to update officer roles recognizing electronic vs. paper trip

organization and communications.