ARTICLE I: Name and Principal Office
Sect. 1. This organization shall be known as: Mosaic Outdoor Clubs of America, Inc., and will hereinafter be referred to as "the Corporation" or "MOCA".

Sect. 2. The principal business office of the Corporation shall be located in one of the areas defined for the business offices of affiliated Mosaic Clubs, as recommended by the Executive Director. The MOCA Board of Directors shall approve any changes.

Sect. 3. The Business office shall maintain a telephone number as a central contact for Mosaic business, preferably a toll-free one as well.

Sect. 4. The Business office shall maintain an email address.

Sect. 5. The Corporation shall maintain a Web domain and email address for itself, its officers and affiliated Mosaic Clubs.

ARTICLE II: Purposes of the Corporation
The purposes of this corporation are to educate members of the Jewish community regarding the natural environment through outdoor, wilderness, leadership, and other activities deemed appropriate by the Board of Directors; to foster the acquisition, development, and exchange of this knowledge; and to promote ecologically sound and environmentally safe practices.

The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, to service affiliated and unaffiliated Mosaic Clubs as described in Article III, below. Not-withstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3).

ARTICLE III: Services to Mosaic Clubs (Affiliated and Unaffiliated)
Sect. 1. To assist new and existing Mosaic Clubs by:

• A) Advertising and publicizing via local and national media to attract new members to new and existing Mosaic Clubs.

• B) Providing start-up kits to Mosaic Clubs in formation.

• C) Putting individuals in the same region in touch with each other to facilitate startup of new Mosaic Clubs.

• D) Providing start-up capital to newly forming Mosaic Clubs for advertising, printing, etc.

• E) Acting as a national contact for individuals and organizations inquiring about Mosaic Outdoor Clubs.

• F) Providing a web page and email address for newly forming Mosaic Clubs, initially free of charge.

Sect 2. To assist in planning and continuity of the annual Mosaic National Event.

Sect 3. To maintain communication with and between Mosaic Clubs.

ARTICLE IV: Additional Services to Affiliated Mosaic Clubs
Sect. 1. To obtain liability insurance for its affiliated Clubs.

Sect. 2. To raise and disburse funds from donors interested in Mosaic activities.

ARTICLE V: Affiliation Process
Sect. 1. Requirements for affiliation. To be eligible for affiliation with Mosaic Outdoor Clubs of America, an organization must:

• A) be an all-volunteer, non-profit organization.

• B) describe itself as and conduct itself as "A Jewish Outdoors Club"

• C) refer to itself primarily as either "Mosaic Outdoor Mountain Club of ...." or "Mosaic Outdoor Club of ....", followed by "An Affiliate of Mosaic Outdoor Clubs of America"

• D) engage primarily in the organizing of outdoor activities for Jewish people.

• E) include in their Bylaws a clause which reads "Upon dissolution, any assets remaining will be donated to Mosaic Outdoor Clubs of America or some other 501(c)(3) charitable organization.

• F) include in their Bylaws and Articles of Incorporation a stated purpose that includes one or more of the following:

  • i. To educate members of the Jewish community regarding the natural environment through outdoor, wilderness, leadership, and/or other activities deemed appropriate by the Board of Directors; to foster the acquisition, development, and exchange of this knowledge.

  • ii. To promote ecologically sound and environmentally safe practices.

  • iii. To provide the Jewish community and like-minded, outdoor oriented Jewish adults with outdoor group experiences, to foster the development of outdoor knowledge and to provide a positive social environment to share those experiences.

• G) be, or agree to be, incorporated separately under the "not-for-profit" statutes of the state in which the principal office is located.

Sect. 2. Dues.

Each affiliated Club will pay dues to MOCA in the amount of one dollar for each member as of January 1, due January 31 of each year. For new affiliates, dues will be prorated quarterly through December 31. These dues can only be increased by a majority vote of the Council of Delegates.

Sect. 3. Voting.

Each affiliated Club shall select one delegate to serve on the Council of Delegates. If MOCA is not otherwise notified by a Club's current President or Chair, the current President or Chair will be assumed to also be the delegate. At meetings where the usual Delegate is not available, an alternate may be selected by the President or Board of that Club. The delegate shall represent their Club at meetings, but will only have voting privileges if all of the following conditions are met:

• A) The Club has at least 20 current, active members in good standing.

• B) The Club charges and collects a minimum of $10 dues per year from each of its members.

• C) The Club has organized at least two events in the last six months, each with at least 10 participants.

• D) The Club is current in its financial obligations to MOCA.

• E) Each affiliated Club shall provide the Secretary of MOCA with current contact information for their Delegate and any alternate, and for their Club and President.

• F) In the month prior to the MOCA election, each affiliated Club shall provide the MOCA Election Commissioner with information requested to confirm their eligibility, and the name of the Delegate who will represent them at the MOCA election.

Sect. 4. Applying to MOCA for affiliation.

• A) Any group, organization, or individual, which is organized or intends to organize for purposes similar to and consistent with those of MOCA may apply to MOCA for permission to operate as an Affiliated Club of MOCA under the name "Mosaic Outdoor (Mountain) Club of ......".

• B) Applicants for Club affiliation shall file with the Executive Vice President a written application.

• C) Any unaffiliated Mosaic Club which was organized prior to 1/1/98 may affiliate at any time provided it meets the requirements for affiliation, and should it decide to disaffiliate, may continue to use the name "Mosaic Outdoor (Mountain) Club of ...." as provided under the license granted in Sect. 5 below.

Sect. 5. License to utilize the trademarks of MOCA.

Every unaffiliated Mosaic Club which was organized prior to 1/1/98, and every affiliated Club of MOCA in good standing and in compliance with these bylaws is granted a revocable license to utilize the trademarks of MOCA in connection with its activities as a member of MOCA, provided that no organization other than MOCA shall use the trademark identified as "Mosaic Outdoor Clubs of America". All such usages shall be in compliance with the quality requirements of MOCA. The license granted in Sect. 4 above shall be subject to control by the Council of Delegates. All decisions of the Council with respect to the revocation or reinstatement of a license to use trademarks of MOCA shall be final.

Pre-existing Mosaic Clubs, by affiliating, cross-license MOCA to use and license the use "Mosaic Outdoor (Mountain) Club" and its variations so long as the pre-existing club is affiliated.

Sect. 6. Other than as set out expressly in these By-laws MOCA shall have no power to control the activities of any Mosaic Club that chooses to affiliate with MOCA.

ARTICLE VI: Council of Delegates
Delegates shall meet once a year, personally or electronically, at the Mosaic National Event to elect the Officers and Directors of MOCA and conduct such other business as may come before the Council and shall meet on such other occasions, either personally or electronically, as called by the President or Board of Directors or a majority of the delegates, with thirty day notice, to conduct various other business. A majority of the delegates shall constitute a quorum.

ARTICLE VII: Board of Directors
The Board of Directors shall manage all aspects of MOCA’s affairs including, but not limited to, hiring an Executive Director responsible for the day-to-day operation of MOCA and such other employees as may be appropriate, and adopting and amending Bylaws. The Board shall consist of the President, Vice President, Secretary and Treasurer, with the Executive Director a non-voting, ex-officio member. The Executive Director shall not participate in the final discussion of his or her job description, hiring, firing and compensation.

• Sect. 1. Eligibility. Directors must be members, in good standing, of an affiliated Mosaic Club which is a full voting member of MOCA.

• Sect. 2. Vacancies. A vacancy may be filled by a majority of the remaining Directors at a meeting at which a quorum is present and the Director so selected shall serve the balance of the term of the original Director.

• Sect. 3. Meetings. Meetings. The Board shall meet in person and electronically as called by the President but no less than quarterly. The President shall preside; in his/her absence, the Vice President shall preside. If both are absent, the attendees shall appoint one of themselves to preside for the duration of that meeting. A majority of the Board shall constitute a quorum. When a quorum is present, the act of a majority of those present shall be the act of the Board. Directors may not vote by proxy. A majority of the voting Board members attending may call for a closed meeting, limited to voting Board members.

• Sect. 4. Compensation. Directors shall not receive any compensation for their services as Directors other than reimbursement for legitimate and reasonable expenses.

• Sect. 5. Removal. Officers and Directors may be removed by a two thirds vote of the voting members present at a meeting of the Council of Delegates, or by a two thirds vote of the voting members present at a meeting of the Board of Directors, at a meeting scheduled and announced at least 30 days prior to being held.

• Sect. 6. Removal of Executive Director. Removal of the Executive Director will be at the discretion of the Board of Directors, in accordance with applicable laws regarding at-will employment, or with the terms of a written agreement.

ARTICLE VIII: Responsibilities of Officers
The Officers shall be the President, Executive Vice-President, Treasurer, Secretary, and up to five other elected Board positions. Their duties shall be:

• A. The President shall be the Chief Executive Officer preparing an agenda for, and presiding at, all meetings of the Board and the Council. The President may call special meetings of the Board and the Council. The President shall oversee the operations of MOCA.

• B. The Vice-President shall perform the duties of the President in his or her absence, and shall perform other duties as assigned by the President. If the office of President becomes vacant, the Vice President will succeed to that office.

• C. The Secretary shall maintain membership records and a delegate roster, publish notice of meetings to Board members and Delegates, record minutes and distribute proposed minutes within seven days following any meeting or vote, to be approved at the next meeting. The minutes shall include motions, vote counts, decisions, and a summary of pro and con arguments.

• D. The Treasurer shall be responsible for finances. The treasurer shall be responsible for reporting on the finances of MOCA to the Delegates at all Council meetings and shall be responsible for preparing financial statements to be available to Delegates within 6 months of the end of a fiscal year.

• E. In addition to the President, Executive Vice-President, Secretary, and Treasurer, there may be up to five other Officers. These may assume such positions including, but not limited to, Development, Environmental, Publicity, Internet, etc.

• F. In addition, the six largest affiliated voting Mosaic Clubs, by quantity of members, as of the Annual Meeting at the Labor Day International Event, may nominate one of their members to be a voting member of the MOCA Board of Directors.

• Each Club would select a member in good standing of their Club, based on their own internal procedures, for a term of one year. This term would end at the same time the elected Director positions for that year would end.

• These people would not only represent their Clubs, but also would have duties and rights comparable to the elected Members-at-Large as Directors of MOCA.

• The elected members of the Board of Directors will verify that each nominee is eligible to serve on the MOCA Board of Directors, and shall have a vote to approve these nominees.

• Any vacancies of any of these positions will be filled for the remainder of the term by the procedure in this section.

• G. The Board may choose to hire an Executive Director. The Executive Director shall be responsible for the day-to-day operations of MOCA, including finances and issuing checks, under the direction of the Board of Directors. Specific duties, terms of employment and priorities will be set by the Board.

• H. At any time there is no Executive Director, the Board will assign those responsibilities to another person or persons.

• I. Directors, employees, and all representatives of MOCA including volunteers, will act in accordance with applicable laws, the MOCA Code of Ethics, and standards of professional conduct.

ARTICLE IX: Term of Officers and Directors

• A. The positions of President, Vice President, Secretary, Treasurer, and Members-at-Large will have staggered three-year terms. As each term expires the Council of Delegates will elect the successor for a full three year term, creating a staggered Board. Election years shall be as follows: the President shall be elected in the years 1998, 2001, 2004, and so on; the Vice President in 2000, 2003, 2006, and so on; the Secretary in 1999, 2002, 2005, and so on; the Treasurer in 2000, 2003, 2006 and so on. Elections shall be held at the Mosaic International Event in any year that such an event is held. In any year that a International Event is held the term “year” in this article shall be defined as the period from the prior calendar year’s Event to the current year’s Event.

• B. In any calendar year that an International Event is not held the President shall arrange for a meeting of the Council of Delegates, either in person or electronically, within thirty days of Labor Day for the purpose of holding an election.

• C. The voting members of the Board of Directors shall hire the Executive Director at will or for such term as may be agreed by written contract.

ARTICLE X: Membership in MOCA
Different Classes of Membership within MOCA will be established.
Sect. 1. Affiliated Clubs & Organizations

• A) Founding Club, granted to any Club affiliating by 8/31/98.

• B) Affiliated Club, granted to any Club forming or affiliating after 8/31/98.

• C) Donor Organization or Supporting Organization

Sect. 2 Individual Membership

• A) Affiliated Membership, granted to every member of each Affiliated Club. Every member of every affiliated Club will hold membership in Mosaic Outdoor Clubs of America.

• B) At-Large Membership, granted to anyone wishing to become a member of a National "At-Large" Club, to afford Mosaic membership to those not located near an affiliated Club.

• C) Supporting Membership, Sponsoring Membership, or Lifetime Membership for large donors who wish to be recognized.

• D) Honorary Member, or Honorary Lifetime Member for those whom the MOCA Board wishes to bestow a free membership upon.

ARTICLE XI: Membership Privileges
Members of MOCA, regardless of the class of membership, shall benefit from the following privileges.
Sect. 1. Discounts to events sponsored by MOCA.

Sect. 2 Member mailings.

Sect. 3 Receipt of any corporate rates or discounts offered to members of MOCA.

ARTICLE XII: Amendments
These Bylaws may be amended by a two thirds vote of the Board. No amendment related to the Council of Delegates or the Clubs shall be effective until ratified by a majority vote of the Council. Amendments to these By-laws may be overturned by a two thirds vote of the House of Delegates.

ARTICLE XIII: Fiscal Year
The fiscal year shall begin on the first day of January of each year, and end on the last day of December of the year.

ARTICLE XIV: Indemnification
The Corporation shall indemnify directors, officers, employees and volunteers ("agents") for the reasonable costs, including attorney fees, judgement, fine, penalty, or settlement, incurred on account of any civil, criminal, or administrative matter resulting from acts on behalf of the Corporation; provided the agent is not finally adjudged guilty of or liable for willful misconduct or neglect of duty, or criminal acts and the Corporation's counsel advises in writing that such indemnification is lawful. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, these Bylaws, any agreement or vote of the Board of Directors, or insurance purchased by the Corporation or otherwise.

ARTICLE XV: Loans to Directors and Officers
No loans shall be made by MOCA to its directors or officers.

ARTICLE XVI: Dissolution
Upon dissolution of the organization, assets shall be distributed for one or more purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

Last revised: September 18, 2003
This incorporates all changes to that date, as recorded in the MOCA Board Meeting minutes

Page Last Updated : 09/18/2003