About the TCC:

The Thacher Climbing Coalition promotes the enjoyment and protection of our natural cliff lands on the Helderberg Escarpment by way of rock and ice climbing. The organization is supported by climbers and others who believe that these natural highland areas have intrinsic worth, provide spiritual renewal, healthy exciting physical challenge, economic and ecological health for our region. Successful conservation depends on active engagement with the outdoors and we encourage climbers to join the ranks of other outdoor users in the region in support of land protection.  We believe that climbing is a healthy, low-impact activity that deserves a place in parks and we strive to open and maintain access for climbers on the Escarpment.

We are a 100% volunteer labor organization! Thank you, volunteers!

Want to learn more about the TCC? Click here to sign up!

A huge thank you to our joint affiliate and supporter, Access Fund. TCC members help support climbing all across the country when they sign up for a joint membership.

Contact Us: info@climbthacher.org

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Certificate of Incorporation

Thacher Climbing Coalition, Inc.
DOS ID#: 4551392
215 Euclid Ave, Albany, NY 12208

ARTICLE I – NAME

This organization shall be known as the Thacher Climbing Coalition, Inc.

ARTICLE II – DATE OF INCORPORATION

The certificate of incorporation was filed by the Department of State on March 26th, 2014.

ARTICLE II – PURPOSE

Nature of the Corporation

The Thacher Climbing Coalition, Inc is a nonprofit corporation as defined by section (a) (5) of section 102 (definitions), which is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the internal Revenue Code and regulations issued thereunder.  The corporation is a B type corporation under New York State Not For Profit Law Section 402.

Primary Purpose

The Thacher Climbing Coalition is organized for the purposes set forth in its Articles of Incorporation, which are filed with the State of New York and state the following:

The purpose for which the corporation is formed is to be a rock and ice climbing coalition for rock and ice climbers in the capital region of New York. The corporation will create and conserve climbing opportunities in the capital region of New York through education, advocacy, stewardship, conservation, and land manager support.

Non-Profit Status and Exempt Activities Limitation

Non-Profit Legal Status

The organization is organized exclusively for charitable, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Exempt Activities Limitation

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Distribution Upon Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE III – MEMBERSHIP AND ANNUAL MEETING

Membership is open to all those interested in furthering the mission and purposes of the TCC and is renewable annually.  Membership shall be established through completing and submitting a membership application and paying dues, if any, as determined by the organization.  Members participate in the annual meeting of the organization, review and ratify the strategic plan, nominate and elect members of the Board of Directors, and review and ratify any proposed amendments to the constitution and bylaws.

ARTICLE IV – BOARD OF DIRECTORS

The TCC is governed by its Board of Directors (the Board) who are responsible to the membership.  The Board shall consist of no fewer than five (5) members, to serve terms as designated in the bylaws.  The Board may have more than five members, as determined by the Board itself, but may only be set at seven (7) or nine (9) members.  As terms expire for initiating Board members, the membership shall nominate and elect replacements at the annual membership meeting or through a mail or email survey conducted during the month of the annual meeting. Candidates for the Board shall circulate a personal statement outlining their vision for the organization. The Board shall meet at least once quarterly.

The board receives no compensation other than reimbursement for coalition related expenses.  Board members are required to be general members and pay dues.

ARTICLE V CONFLICT OF INTEREST

Members of the Board of Directors should always act to further the mission and best interests of the organization.  Should a Board member have a personal interest that may conflict with, or otherwise unduly influence, an activity of the Board, the member must disclose such interest before any vote on an action of the Board that can be affected by the personal interest, and recuse himself or herself from voting on that action.  Failure to disclose such a personal interest can be the basis for dismissal from the Board for cause.

ARTICLE VI – EXECUTIVE COMMITTEE AND OFFICERS

The Board of Directors shall designate at least three (3) and no more than four (4) of its directors to serve as an executive committee.  The Board of Directors shall designate one of its directors as Chair, a second as Treasurer, and a third as Vice-Chair and Secretary.  If there is a fourth director selected to be on the executive committee, the Vice-Chair/Secretary position shall be split.  The Executive Committee shall meet as necessary and is responsible for carrying out the activities and plans of the organization between Board meetings and for reporting its activities to the full Board.  The Executive Committee will have the general power to manage and control the affairs and property of the TCC in a manner consistent with the Articles of Incorporation, Constitution, and bylaws, except that major decisions regarding policy, new projects, and finances shall be made in consultation with the full Board of Directors. The Chair is responsible for preparing the agenda for Board meetings, publishing and updating a strategic plan to be ratified by the full Board and membership, representing the organization to the media and outside agencies, and presenting a report on the state of the organization at the annual meeting.  The Treasurer shall maintain the finances of the organization and report the financial status of the organization at full Board meetings and the annual membership meeting.  The Vice-Chair shall fill in for the Chair, as needed.  The Secretary shall be responsible for recording the minutes of executive committee meetings, full Board meetings and the annual membership meeting.  The Secretary is also responsible for maintaining the TCC website and for communicating with the membership at large.

 ARTICLE VII – STRATEGIC PLAN

The Board shall publish a draft three-year strategic plan that defines operational activities that are needed to carry out the mission and purposes of the TCC.  The plan shall include operational goals, an activity timeline, and an operating budget that presents the human and financial resources required.  The draft plan shall be circulated to the membership and other stakeholders for review and comment.  After comments are received, a final plan will be presented to the membership for ratification. The plan serves as the basis for the operational planning and activities of the Board of Directors.  An updated plan shall be presented and ratified at each annual meeting, including a one-year extension to maintain the three-year outlook.

ARTICLE VIII – AMENDMENTS

This Constitution and the bylaws shall be amended in the following manner: Any proposed amendment shall first be approved at a regular or a special meeting of the Board of Directors after being given a minimum of two weeks prior notice thereof.  After the Board of Directors has approved the amendment, the membership shall approve the amendment. Notice of any amendment approved by the Board shall be submitted in writing to all members of the TCC at least two weeks prior to a vote. Approval shall be by a two-thirds vote of mail/email ballots received or members voting at the annual meeting.

This constitution as amended was approved at a meeting of the Thacher Climbing Coalition, Inc. on: July 7, 2016

Attest: Jeffrey Moss, Initiating Board President, Thacher Climbing Coalition

Bylaws

ARTICLE I – ELECTION OF DIRECTORS

Upon its founding, the Board of Directors shall be designated as an Initiating Board of Directors (the Initiating Board) consisting of founding members and those designated by them.  The Initiating Board shall then schedule an annual membership meeting for a date of their choosing.  At least five (5) weeks prior to this first annual meeting, the Initiating Board shall call for nominations, including self-nominations from the Initiating Board, and determine the number of Board members to be elected to the Board of Directors.  At least half the membership must participate and the nominees receiving the highest number of votes shall join the Board of Directors. The three (3) with the highest vote totals shall receive two year terms.  The others will receive one-year terms.  Director positions for one (1) year terms will become two (2) year terms upon renewal.  Ongoing term length is two (2) years.  Each term begins immediately following the meeting at which the election occurred. The new directors shall conduct a Board meeting within two weeks of the election and establish the executive committee.

Elections thereafter shall be for open positions on the Board. Board members are limited to three (3) consecutive terms.  The Board will submit a list of nominees to the membership, which may include re-nominating the current Board member, at least five weeks prior to the annual meeting and solicit additional nominations.  There will be no minimum participation requirement.  Those candidates with the highest vote totals will fill the open slots.

Should a Board member resign or be dismissed before the annual meeting, the Board shall appoint a new board member from the general membership to complete the term of the departed board member.

The Board of Directors will fill executive committee positions in a manner of its own choosing, based on a majority decision.

ARTICLE II – ANNUAL MEETINGS AND BOARD MEETINGS

The annual meeting of the members shall be held during the anniversary month of the first Board meeting. Written notice of the annual meeting shall be sent to all members not less than five weeks prior to the meeting.  The Board will make every effort to make the timing of the meeting convenient for membership attendance, but will also provide for members to participate in the meeting through teleconference.

The Board of Directors shall meet at least once per quarter according to an annual calendar.  Those unable to attend in person shall be provided with teleconference access.  A majority of Board members must be present for any actions to be taken.  Approval of actions requires a simple majority of those present.  Each meeting agenda shall be provided to Board members by the Chair one week in advance of the meeting, along with minutes of the prior meeting, and shall consist of 1- approval of the minutes of the prior meeting; 2- the Treasurer’s report; 3- reports from other officers, ad hoc committees, or standing committees, as appropriate; 4- updates, discussion, and action relating to old business; and 5- new business and action items presented by any board member.  Special meetings may also be called by the Chair as deemed necessary.

Board meetings shall be closed.  However, the Board may elect to make any meeting, or all meetings, open to the general membership by sending a notice and invitation in advance of the meeting.  The Board may also elect to invite a member or outside party to attend a Board meeting to assist with a particular agenda item.

Board members are required to attend a minimum of two thirds of the total number of meetings in the twelve month period between annual meetings.

ARTICLE III – BOARD COMMITTEES

The Board shall operate initially as a committee of the whole.  It may, however, create temporary committees or standing committees as needed to carry out the mission and purposes of the organization.  Such committees shall be chaired by a Board member but may include other Board members and/or general members as determined by the Board. Committees shall meet and conduct business as they see fit, but must report on their activities at Board meetings and seek Board approval for any actions involving matters beyond the scope of their committee mission.

ARTICLE IV – DISMISSAL OF DIRECTORS

A Director may be removed for cause, after notice and an opportunity to be heard, by a unanimous affirmative vote of all other Board members.  The Board shall appoint a new board member from the general membership to complete the term of the departed board member.

ARTICLE V – FINANCES

All decisions regarding expenditures above an amount designated by the Board, must be approved by a majority of Board members or by the Chair, if the Board allows for Chair approval of expenditures up to a designated limit.  Approval beyond that limit must be by a majority of board members.  The Treasurer shall note this approval.

ARTICLE VI – NONDISCRIMINATION

In all organization dealings, neither the organization nor any of its duly authorized agents shall discriminate against any individual or group for reasons of race, color, religion, creed, sex, gender identity, sexual preference, age, culture, national origin, marital status, veteran status, or mental/physical handicap.

ARTICLE VII – INDEMNIFICATION OF BOARD MEMBERS

To the full extent authorized under the laws of the State of New York, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

These bylaws as amended were approved at a meeting of the Thacher Climbing Coalition, Inc. on: August 5, 2016

Attest: Jeffrey Moss, Initiating Board President, Thacher Climbing Coalition