BYLAWS OF THE WILDERNESS SOCIETY
Amended October 1, 1984
Amended September 18, 1987
Amended April 28, 1995
Amended June 26, 1997
Amended February 4, 2000
Amended April 14, 2000
Amended November 3, 2006
Amended October 22, 2009
As Amended May 20, 2010
As Amended October 11, 2012
ARTICLE I – Mission
Section 1. This organization shall be known as The Wilderness Society.
Section 2. This Society shall be composed of individuals who feel that the entire nation and they themselves are losing something of value when a highway is built in a wilderness, when a primeval forest is logged, when airplanes bring the noise of urban life into a wilderness and destroy the charm of remoteness, or when mechanical civilization encroaches in any way on the last remnants of wilderness left for themselves or their posterity. The Society shall be composed of individuals who want to do something to forestall this destruction of the remaining wilderness who, because of their human sentiments toward the primeval out-of-doors, are determined to protect and preserve such areas, and who, therefore, are united on these principles:
a. Wilderness is a valuable natural resource that belongs to the people, and the people must be enlisted in its preservation.
b. Wilderness areas must be forever kept free from the sights and sounds of mechanized civilization -- motorized transportation, commerce, and all the influences which clash with the primeval environment or detract from its full enjoyment.
c. Wilderness preservation is a part of the conservation of soil, water, forests, and wildlife, and the conservation of all of these resources is essential to the survival of our civilized culture.
Section 3. The mission of this Society shall be to protect wilderness and inspire Americans to care for our wild places.
ARTICLE II – Governing Council
Section 1. The Governing Council of The Wilderness Society shall be the policy-making body of The Society, and shall be the final authority on all policy matters, including the financial affairs of The Society. The Governing Council shall function as the Board of Directors. The day-to-day administration of the affairs of The Society shall be delegated to the President.
a. The Governing Council shall be composed of not fewer than 20 nor more than 40 persons, as determined by the Governing Council. They shall be elected as nearly as may be possible in three equal annual classes at meetings of the Governing Council by a majority vote of a quorum for terms of three years or until their successors are elected.
b. The terms of members of the Governing Council shall begin upon election.
c. Vacancies on the Governing Council may be filled by the Governing Council for the unexpired term.
d. No member of the Governing Council shall vote on or participate in the consideration of any matter in which the member has a personal financial interest, as articulated in the organization’s Conflict of Interest policy adopted by the Governing Council.
e. Although members of the Governing Council serve without compensation, the Governing Council may establish policies to authorize the reimbursement of reasonable expenses incurred by a Governing Council member in connection with the Council member’s position in The Society.
f. No member of The Society's paid staff shall be a member of the Governing Council.
g. If, under special circumstances, a member of the Governing Council should become a member of the staff, the Council member must either resign from the Governing Council, or be granted a leave of absence from the Governing Council for not more than three months if acting as President and not more than six months if acting in another staff capacity. During such leave of absence, the member shall have none of the rights, duties, and privileges of a Governing Council member.
Section 2. On a date to be designated by the Executive Committee, the Governing Council shall hold an annual meeting of the Governing Council. A single notice of all regular meetings of the Governing Council may be provided annually.
a. Special meetings of the Governing Council may be called by the Chair, or if incapacitated, deceased, or unable to be contacted after reasonable effort, by either of the two Vice Chairs, or by the written request of five members of the Governing Council. Notice of special meetings must be given not less than two (2) days in advance.
b. Decisions shall be made by majority vote at a meeting at which a quorum is present unless the law requires a greater number. A quorum shall consist of a majority of the Governing Council.
c. Governing Council members may participate in meetings in person or by telephonic device (including any technology that allows all board members to hear one another), including for purposes of determining a quorum.
d. A resolution in writing, signed by all members of the Governing Council, shall be deemed to be of the same force and effect as if it had been duly passed by a vote of the Governing Council at a convened meeting.
Section 3. Past members of the Governing Council who have served for at least 12 years shall be eligible for membership on the Honorary Council. In extraordinary circumstances, past members who have served for less than 12 years may be eligible. Membership on the Honorary Council shall be dependent upon election by the Governing Council on an annual basis with concurrence of the individual. Honorary officers shall be members of the Honorary Council who have been elected for this additional recognition because of their particularly outstanding contributions to The Society. Honorary Council members shall be invited to attend regular meetings of the Governing Council. Honorary Council members do not have a vote in such meetings but do have freedom of voice.
Section 4. All members of the Governing Council and the officers of The Wilderness Society shall be bound by a conflict of interest policy.
ARTICLE III – Officers
Section 1. The elected officers of The Society shall consist of the Chair, two Vice Chairs, a Treasurer, and a Secretary who shall be elected by the Governing Council from its own members and who shall serve for one year or until their successors are elected. In the event the Chair is temporarily unable to act as Chair, the Executive Committee shall designate one of the Vice Chairs to act for the Chair. To facilitate the transition between Chairs, in the year preceding the election of a new Chair, a Chair-elect shall be elected by the Governing Council and serve as one of the two Vice Chairs during that year.
Section 2. In addition, the Governing Council also shall appoint a President of The Society whose tenure shall be subject to the determination of the Governing Council. The President shall have full power to appoint Senior Vice Presidents and Vice Presidents of The Society and such other officers as authorized by the Governing Council and to hire necessary staff members, to determine their salaries within the salary schedule established and approved by the Governing Council, and to enter into and make other contracts in the ordinary course of business and subject to any guidelines established by the Governing Council.
Section 3. The officers shall perform the usual duties of such officers.
ARTICLE IV – Committees
Section 1. The Executive Committee shall be elected annually by the affirmative vote of a majority of all members of the Governing Council from a slate that shall be comprised of the Chair of The Wilderness Society, two Vice Chairs, the Secretary, the Treasurer, the Chairs of all standing committees, and the immediate past Chair. In addition, the Governing Council may elect up to two At-Large members. The Executive Committee acts for the Governing Council between meetings, but if meeting shortly before a Governing Council meeting, it should defer major policy questions to that Governing Council meeting, except in genuine emergencies.
After reasonable notice to all members of the Executive Committee, a quorum shall be a majority of the Executive Committee members meeting in person or by conference telephone call. Action shall be decided by a majority of those present in person or by telephonic device. Action may also be secured by unanimous agreement by all members of the Committee through written consent by mail or electronic mail.
The Executive Committee shall report its proceedings to the Governing Council on a timely basis.
All members of the Governing Council shall be notified of Executive Committee meetings and should any Governing Council member, in addition to the Executive Committee members, be able to attend such meetings, they may participate in the discussion but not vote. Expenses of only Executive Committee members will be paid to such meetings if requested.
The Chair of The Society shall preside at meetings of the Executive Committee. In the Chair's absence, the presiding officer shall be a Vice Chair or a member of the Executive Committee elected by a quorum of the Executive Committee present.
Section 2. The Governing Council may create and appoint such standing or special committees as it may deem necessary for the promotion and proper conduct of the objectives of The Society. Standing committees shall be designated as such. All members of The Society shall be eligible for membership upon all committees so created, except that the Nominating Committee and the Executive Committee shall consist only of Governing Council members. The Chair is, by virtue of the office, a member ex officio of all committees, with power to vote. Only the Executive Committee shall exercise the powers of the Governing Council between Governing Council meetings unless the Governing Council specifically empowers another committee for this purpose and the committee consists only of Governing Council members.
ARTICLE V – Membership in The Society
Section 1. The Society shall have members. The Governing Council may in its discretion by resolution establish terms and conditions of such membership. Members shall not have voting rights or be considered “members” for technical purposes of the District of Columbia Nonprofit Corporation Act of 2010 or any successor Act.
ARTICLE VI – Indemnification
Section 1. The Society shall indemnify any Governing Council member or Officer, or any employee of The Society designated for indemnification by the Governing Council, to the fullest extent permitted by law for reasonable and necessary costs incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which they may become involved by reason of his or her service in such capacity.
ARTICLE VII – Financial Matters
Section 1. The Treasurer shall render an annual report to the Governing Council for each fiscal year. The Governing Council shall provide for an independent audit. The funds of The Society shall be deposited in the name of The Society in such bank or banks as the Governing Council shall designate, and withdrawal procedures and bank signature requirements shall be set by the Governing Council.
Section 2. The fiscal year shall begin October 1.
ARTICLE VIII – Amending Bylaws
Section 1. These bylaws may be amended by a vote of two-thirds of the members of the Governing Council present at any meeting of the Governing Council held after not less than 30 days written notice of the proposed amendment or amendments and the reasons therefore.