ADK Bylaws Amendment Voting: Other ADK Chapter Member Opinions

The Board of the ADK New York Chapter recognizes the critical importance of the vote on proposed changes to the Bylaws of the parent Adirondack Mountain Club.

We feel it is in the best interest of the organization to share these several opinions from other ADK chapters against the proposed changes. Our disclaimer is the following three emails present personal viewpoints of those particular members. We do encourage other opinions and welcome them here for informational purposes to enable our members to make an informed decision regarding the Bylaws Amendment.

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Hello ADK Chapter Members,

In response to Robert Schneider’s email (see earlier email), I also have read the proposals and for the new bylaws, as well as some arguments for and against them.  I have consistently been involved with the governance of ADK at both the club level as a past Board member for six years, and with the Albany Chapter since the early 90’s as a past Chapter Chair, member of various committees and currently chair of the Trails Committee, as well as a trip leader and volunteer on numerous occasions.  I agree with some of the rationale / justifications for new ADK bylaws and governance structure.  The current BOD structure is too large and it meets too infrequently, often leaving the real decision-making up to the Executive Committee; there is a need for a BOD that can get more done in a timely manner and more efficiently / effectively.  However, I find myself in agreement with Mr. Schneider (and with Tom MCGuire – who’s email on the subject I have pasted in below), and firmly believe that the current proposal goes too far in diminishing the active and important role of the ADK Membership.  To limit the entire ADK Membership’s role to an Advisory Council with only ONE seat on the Board of Directors is to deny the Membership any meaningful authority.  Even worse, it would allow future (self-perpetuating) Boards to further change the bylaws without any real membership voice.  There’s a reason changes to the bylaws of an organization should require broad Membership approval – so that the core values and direction of the organization are not subject to the interpretation of only a small group.  I will be voting NO on this proposed change to the ADK bylaws.  Please VOTE your own conscience on these proposed bylaws changes – it may be the last time you are able to do so.

 

Gene Reilly

 

This email is from Gene Reilly at genehikes46@gmail.com.  This is the email address I use for all Adirondack Mountain Club (ADK) correspondence.  If you have any other email address for me in regard to ADK matters, please delete them and use only this current email address.

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Pasted Copy of Tom McGuire’s Email on this subject:

 

I have just read the proposed change to the Club’s bylaws put forth by the Club’s Executive Committee.  You should soon receive a copy of the proposed new Bylaws as well as your ballot in the Sept/Oct issue of Adirondac magazine.   I am greatly concerned by the direction in which these changes would take us.

 

First, I feel I should introduce myself. My name is Tom McGuire, and I joined the ADK in 1989. Since joining the Club, I have held a number of positions at both the Albany Chapter and the Club level. At the Chapter level, I have been Vice Chairman, Chairman, Co-Chairman of the Conservation Committee and led hundreds of outings for the Chapter. On the Club level, I have served 8 years on the Board of Directors, twice Chaired the Nominating Committee, served as a member of the Conservation Committee and then served as its Chairman. In addition to these positions, I was a lean-to adopter for 9 years, did many hours of trail work, and for 3 years, until stopped by this epidemic, led along with my wife Lauren, a group of Albany Chapter members installing pit privies in the Floodwood and St. Regis Canoe areas.

 

I’d like to start by considering the text of the proposed changes, and then address the justification put forth in the September/October issue of Adirondac for these changes.  Below I have listed relevant portions of the existing bylaws, the proposed changes to the bylaws, and my concerns about the proposed changes.  See the link at the end if you would like to see a line-by-line comparison of the entire bylaws.

 

Article 3: Purpose

Existing Bylaws	Proposed bylaws	Concerns
The Adirondack Mountain Club, Inc. (ADK), as set forth in its Certificate of Incorporation, is dedicated to the protection and responsible recreational use of the New York State Forest Preserve, parks and other wild lands and waters. ADK, founded in 1922, is a member-directed organization committed to public service and stewardship. ADK employs a balanced approach to outdoor recreation, advocacy, environmental education and natural resource conservation.	ADK works to protect New York wild lands and waters by promoting responsible outdoor recreation and building a statewide constituency of land stewardship advocates.	*The loss of the wording, “member-directed organization” is extremely worrisome. Since our Club was first founded in 1922, the members have always been the leaders of the organization.

 

Article 4, section 2: Member Rights

Existing Bylaws	Proposed bylaws	Concerns
All members shall have the right to vote at all meetings of the membership, hold office, participate in the benefits of ADK, and receive notices or reports issued by ADK.	All members in good standing shall have the right to vote at all meetings of the general membership, be eligible to become a Board member, participate in a committee or committees, participate in the benefits of ADK, and receive notices or reports issued by ADK.	* At present, all the Club’s officers, including the President, Vice-President, Secretary, and Treasurer, come from the membership. Under the new Bylaws, Club members would lose the right to hold these and other offices.

 

Article 5: Board Composition 

Existing Bylaws	Proposed bylaws	Concerns
Section 1.7.  Directors elected from Chapters shall be elected by their respective Chapters to serve for a term of two (2) years.	Section 1.6 Board Composition Directors shall be elected by a majority of the current Directors who are present at a meeting for which there is a quorum.       Section2.7.  Responsibilities of Directors and the Board of Directors. All members of the Board shall financially contribute in a meaningful way to the organization, shall represent ADK at public events, and should further help with fundraising efforts to ensure that ADK has sufficient resources to carry out its mission.	* Under the proposed bylaws, directors will be elected by the previous Board, not by member voting within Chapters. This clearly takes the opportunity to elect our own representatives to the Board away from the Chapters and the membership.   * Does the phrase, “All members of the Board shall financially contribute in a meaningful way to the organization” mean that members would have to buy their way onto the Board?  Would a rich person with no experience in conservation, Adirondack ecology, or outdoor stewardship be favored over someone with these qualifications but more modest financial means?

 

Article 7. Advisory Council (only the proposed bylaws specify an advisory council)

Existing Bylaws	Proposed bylaws	Concerns
(No advisory council)	1.1. Purpose. An Advisory Council is hereby established to be made up of those Trustees appointed or elected and serving as provided in Section 1.2 and 1.3. The Advisory Council shall advise and provide counsel to the Board of Directors and exercise those powers established by these Bylaws.   Section 1.2a Each Chapter in good standing shall have no more than one (1) representative Trustee on the Advisory Council… 1.2c There shall be no more than one member of the Advisory Council selected to serve on ADK’s Board of Directors…	*This change converts member-elected representatives from the Board, which is empowered to make Club policy, to an advisory council, which will only have the authority to “advise and provide counsel” to the Board.   *This change indicates that for all the members of the Club, including all 27 Chapters and those classified as Members at Large, we would have only ONE token representative on a 20-person Board. The Adirondac article may seem reassuring in saying that the Advisory Council will “have a seat” on the Board. However, it is literally that: just one seat.

 

Adoption, Amendment, and Repeal

Existing Bylaws	Proposed bylaws	Concerns
Article XIII, Section 1. The power to adopt, amend, or repeal the Bylaws shall be vested exclusively with the members.	Article 9 Section 1. The power to adopt, amend, or repeal the Bylaws or Certificate of Incorporation shall be vested exclusively with the Board of Directors, provided that such adoption, amendment, or repeal is provided to the membership in advance of its effective date in order to allow for a meaningful notice and comment period.	* I find this to be the most disturbing of all the changes. Members would lose all rights to make any future changes to bylaws under these proposed bylaws.  Why is this section not mentioned and justified by the write-up in Adirondac?

 

Now for the justification for the new bylaws laid out in the Adirondac issue (which I have yet to receive, but was fortunate to obtain a copy from another Chapter).  The 2 pages devoted to this issue seem remarkably low on critical detail to support such drastic changes.  ADK is said to face “organizational and financial challenges.”  What are these?  Reorganization of the Board is said to be necessary to increase “ADK’S impact in the identified areas of focus.”  Again, no specifics are provided.  “Professionalizing the Board” is claimed to (1) improve the Club’s finances and (2) make the Board more responsive to the needs of the Club as a whole.  In my opinion, these are spurious arguments.  (1) The Adirondack Mountain Club is not currently operating in the red.  (2) Our members represent a tremendous range of expertise and professional experience who have proven they can serve effectively when the need arises.  During my over 30 years of service to the Club, I know of two occasions in which the Club was nearly bankrupted by inadequate oversight of executive activity.  These occasions occurred because the Board was not given transparent information about Club operations and finances.  In both instances, it was only after Club members intervened to insist on and provide better information, the Board was able to act effectively and avert disaster. The proposed bylaws would make the potential consequences of inadequate oversight even more dire by severely reducing the opportunity for members to participate in Club policy.

 

Notably, the write-up in Adirondac also fails to mention that member participation at the Board level will be severely curtailed, AND that the new bylaws, if passed, would prohibit any future modifications of bylaws by members. Even if you might consider trying a new approach to governance, we, as members, will never again be able to make changes if the proposed bylaws prove to be problematic after going into effect.   

 

The Adirondack Mountain Club has been successful as a member-driven organization for almost 100 years.  The proposed bylaws would almost entirely eliminate the rights and representation of members and chapters in what has been OUR CLUB.  As I mentioned above, member input to the Board has been an important factor in preventing past financial crises; imagine what could happen if member input were next to impossible.  The proposed bylaw changes have been developed with little publicity, during a time when a pandemic prevents chapters from meeting to discuss them, and have a very tight voting deadline.  These changes are too detrimental to member rights and too rushed to approve.

     I strongly urge you to vote NO to the proposed bylaws.   I have recently learned that the Executive Committees of North Woods, Lurentian, and New Jersey Chapters have all come to the same conclusion and voted to encourage their members to reject the proposed bylaws. On September 2^nd the Albany Chapter Executive Committee met to discuss the matter and voted 4 in favor, 4 opposed and 2 abstaining; thus, the Albany Chapter is not taking a position on recommending the new bylaws to their members.

 

If you agree with me on the need to stop this proposal, please forward this on to other members of our Club.

 

Tom McGuire

 

Here is a link to the existing bylaws: https://www.adkli.org/adkbylaws2000.pdf

Here is link to the proposed bylaws and accompanying article from the Sept/Oct issues of Adirondac https://www.adkli.org/adkbylaws2020.pdf 

Here is a link to a line by line comparison of the two sets of bylaws: https://www.adkli.org/adkbylaws2000vs2020.pdf

 

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On Mon, Sep 14, 2020 at 8:23 AM Robert Schneider <rasbizwiz@gmail.com> wrote:

To ADK Chapter Members:

 

I have received and read a number of arguments supporting the adoption of the new Adirondack Mountain Club (ADK) By-Laws. They were well thought out, presented in a logical and understandable manner, and very informational.

 

Unfortunately, the arguments support the adoption of by-laws which are fundamentally flawed.

 

I am a member of ADK and have been intermittently since the early 1980s.  While I seldom actively participate in ADK activities and at times do not agree with ADK’s position on issues that ADK has taken a stance on, I have actively supported and advocated for ADK, even when not an active member.

 

My ongoing support and advocacy of ADK is the result of ADK providing an independent and diverse voice for the protection and responsible usage of New York’s lands and water.  A voice that is both consistent with ADK’s stated purpose and that effectively works to ensure that New York’s wilderness and recreational areas are preserved not only for current generations of New Yorkers and those that visit New York but for future generations.

 

The ability of ADK to provide this voice is in a large part due the efforts of dedicated ADK officers and staff. But more importantly it is the result of an engaged and supportive membership. A membership that is not only crucial to the executing of ADK activities and the advancement of ADK’s advocacy positions, but also for the guidance that it provides to the ADK officers and staff regarding the direction that ADK is to take in fulling its stated Purpose.

 

Under the proposed By-Laws, the active engagement of the membership is significantly reduced and its ability to provide guidance in the direction ADK takes is totally eliminated.

 

The proposed By-Laws create an administrative and governance structure that is self-perpetuating and restricted to a limited set of individuals.  In other words, the proposed By-Laws creates a separate exclusive organization with a restricted membership within the ADK. The ability of the ADK General Membership to gain access to this exclusive organization is severely limited (Current Board of Director [Board]  members appoint new Board members, the Board elects ADK officers who become Board members, the Board establishes standing ADK Committees whose chairman become Board members, only the Board can approve changes to the By-Laws, …).

 

Access to this exclusive organization within the ADK by the general membership is further restricted by the requirement in the proposed By-Laws which states that Board members ‘shall financially contribute in a meaningful way to the organization’. This requirement not only eliminates those ADK General Members who are not financially able to significantly contribute to ADK but as the Board defines what is ‘meaningful’, it potentially restricts those individuals who are financially able to significantly contribute to ADK to only those financially able members that the Board deems acceptable.

 

The By-Laws are written in a manner that attempts to obscure the exclusive organization that the By-Laws create. Provisions within the proposed By-Laws regarding term limits for Board members, the nominating committee that nominates ADK officers, a standing Advisory Committee, … appear to deal with the exclusivity of the internal ADK organization created.

 

These provisions are mere facades that provide no effective barriers to the exclusivity of the organization internal to ADK that the By-Laws creates (The term limits only stipulate that a Board member must ‘stand down’ for a single term after they have been a member for three consecutive terms, the Board establishes the nominating committee and only the Board votes on the nominees identified by the committee [in addition the Board may independently nominate}, the Advisory Committee is limited to one member on the Board …).

 

Even more disturbing is the inability of the ADK General Membership to effectively influence the manner in which ADK operates and the advocacy positions that ADK takes (‘Only the Board at a regular or special meeting shall establish ADK policies.’).  The proposed By-Laws do provide for ADK officers to independently take a position on ADK’s behalf but … (ADK officers are elected by the Board and the independent positions established must be approved by the Board at its next meeting).

 

The requirement stating that only the Board may establish ADK policy not only restricts the ADK General Membership’s engagement with ADK, it opens the possibility for the establishment of policies that, at the best, are inconsistent with ADK’s stated Purpose and at the worst, are Board self-serving and in direct conflict with ADK’s stated Purpose.

 

The proposed By-Laws do contain provisions (conflict of interest and inappropriate conduct controls) which on face value are designed to prevent the establishment of both inappropriate policies (e.g. Policies that are inconsistent with ADk’s stated Purpose) and inappropriate conduct by ADK staff and Board members.  Again, however, these are mere facades (The Board determines what constitutes inappropriate conduct and conflict of interest. And the Board is solely responsible for enforcing the provisions regarding these areas.)

 

To support the adoption of the proposed By-Laws, ADK’s Administrative and Governance bodies cite the fact that both the Finger Lakes Trail Conference (FLTC) and the Appalachian Mountain Club (AMC) have a Corporate administrative and governance structure somewhat similar to that specified in the proposed By-Laws. These ADK bodies also cite the fact that both the FLTC and the AMC are extremely successful.

 

This is an empty reason for adopting the proposed By-Laws. It is similar to arguing an individual (A) should be paid for the work on a project (x) based on the work performed by another individual (B) on a totally different project (y), and not on the merit of the work performed by the individual (A) on project (x).

 

I am a member of the FLTC and the AMC and have been intermittently since the early 1980s.  I totally agree with the cited facts that both organizations are based on a corporate-like structure and are extremely successful.  However, it has been my experience that both the FLTC and the AMC fully engage their General Membership (FLTC General Members both nominate and vote for members of the FLTC’s Board of Managers, FLTC General Members vote on changes to the FLTC’s BY-Laws and FLTC’s Mission Statement, FLTC General Members are invited [and encouraged] to attend the FLTC’s Annual Meeting, …).  There is no such general membership engagement in the By-Laws proposed for ADK.

 

Are the arguments presented and the identified shortcomings in the proposed By-Laws realistic or are the arguments simply theoretical musings which would never apply to ADK.

 

I have in the past been a member of non-profit organizations which are based on an administrative and governance structure similar to the one defined in the proposed By-Laws.  The stated purpose of these organizations I felt not only directly benefited the organization’s general membership but in some instances, the entire population of the United States. While a member, I fully supported and advocated these organizations.

 

Unfortunately, several of these organizations, were ‘hi-jacked’ by individuals who had their own agenda and who established policies that were not only in conflict with the organization’s original stated purpose but were (and are) solely designed to benefit the individuals.  I no longer support these organizations and in fact actively oppose them.

 

I truly hope that someone is able to provide fact based evidence that negates the arguments that I have presented against the adoption of the proposed ADK By-Laws.  However until such evidence is presented, I plan to vote ‘NO’ on the adoption of the proposed By-Laws and strongly urge that other ADK members vote ‘NO’ and that they forward this email to ADK members that they may know.

 

Be Safe.  Stay Well.

Robert A. Schneider