Login

Bylaws




Articles of Incorporation

The Constitution for the Grotto was replaced by the Articles of Incorporation when the Grotto became a non-profit corporation in the Commonwealth of Pennsylvania. The stated purpose of our organization is as follows:

  • To advocate for the love of caving and the advancement of speleology.
  • To promote the protection of caves and their resources.
  • To foster safe and sustainable caving practices.
  • To establish an inclusive environment for all persons interested.
  • To organize members in the United States in service to the objectives of the National Speleological Society.

Article I. Membership

Section I: Eligibility

Any member of the general public with an interest in caving may apply for membership to the Out of Bounds Grotto (herein referred to as “Grotto”).

Section II: Applications

Applications for membership shall be in writing and shall be accompanied by dues as specified herein. Applicants shall agree to abide by the Constitution, By-Laws, and policies of the Grotto. All applications for membership shall be acted on by the Board of Directors (herein referred to as “Board”) or its delegate(s).

Section III: Classes of Membership

Regular Membership: A Regular Membership is available to anyone. Regular Members may hold office and have the right to vote on all matters covered during member meetings.

Student Membership: A Student Membership is available to anyone over the age 18 enrolled in school. Student Members may hold office and have the right to vote on all matters covered during member meetings.

Section IV: Membership dues

The amount of the annual membership dues shall be determined by the Board. Member dues shall be paid annually from the date of induction. A thirty-day grace period shall be provided for late dues for any Member in otherwise good standing.

Section V: General Member Meetings

Members shall meet at least every other month to cover trip reports, plan upcoming events, and discuss any other matters of interest to the Grotto.

The meeting schedule for the new calendar year shall be determined during the last meeting of the current calendar year. Prior to the start of the new calendar year, the full meeting schedule shall be posted for all members. The secretary shall send notification to the members the week of the scheduled meeting.

The Chair or Vice-Chair, or their delegate(s), shall preside over General Member meetings. Business may be conducted at General Member meetings within the scope and authority delegated by the Board.

Members shall each have one vote in decisions made by the membership.

Article II. Board of Directors

Section I: Eligibility

Any Member of the Grotto is eligible to serve as a Director. Nominations for Directors must be made in writing at least thirty days prior to an election.

Section II: Terms

Each Director term will start on January 1st of the first year. There shall be no term limits for Directors. Each year, a minimum of two Director positions will be up for re-election or replacement. Those positions will be determined by the Board of Directors.

Section III: Number of Directors

The Board shall consist of eight elected Directors.

Section IV: Vacancies and Elections

When a Director’s term expires, they shall either be re-elected or replaced. Directors shall be elected by a vote of all Members. Members shall each have one vote per each Director position up for election. Elections shall take place at least thirty days prior to the start of a new term. Elections shall be administered using the block voting system with all open Director positions on the same ballot. A tie between candidates shall be resolved in a run-off election. The Board shall temporarily fill a Directorship that is vacated for any reason until the membership elects a replacement.

Section V: Board Authority

The Board shall have the sole authority, and the ability to delegate such authority, to conduct business, govern all aspects of the Grotto, and incur financial or legal obligations binding upon the Grotto unless otherwise specified in the By-Laws.

Section VI: Committees

The Board shall have the authority to establish and dissolve standing or special committees.

Section VII: Documentation

The Board shall maintain documents necessary for the operation of the Grotto. This authority shall not be delegated.

Section VIII: Annual Plan

The Board shall be responsible for approving and implementing an Annual Plan during the board meetings.

The Annual Plan will provide short term objectives and operations for the Grotto for the upcoming year. These will include the list of Directors, a list of Officers, a Treasurer’s Report, community service plans, and major events the Grotto will host.

Section IX: Board Meetings

A quorum of the Board must be present to convene an official Board meeting. A quorum is defined as three quarters of the total number of Board Members.

The Board shall meet at least twice yearly to oversee the operation of the Grotto. The meeting schedule shall be determined by the Board of Directors at least three months prior to the meeting. Special meetings may be called by any member of the Board. Official business may be conducted outside of Board meetings under unanimous consent from all Directors.

The Chair, or their delegate, shall preside over all Board meetings.

Each Director has one vote in each decision presented to the Board. Decisions are adopted with a simple majority unless otherwise specified in the By-Laws.

Attendance at Board meetings shall only be open to the Board unless there is a unanimous vote from the Board to allow all Grotto members to attend.

Section X: Petition to Reconsider Board Action

The Board must reconsider any action of the Board within ninety days when presented with a petition signed by at least one fourth of the general membership. The petition shall be submitted to the Chair, within ninety days of circulation of the Board’s minutes in which the action appears, and contain a description of the action to be reconsidered, a comprehensive statement for the reason for reconsideration, and the action desired as a result of the reconsideration. The Board must take formal action on the request and report the results of its action in the Board minutes.

Article III: Officers

Section I: Eligibility

Any Member of the Grotto serving on the Board is eligible for an Officer position.

Section II: Terms, Vacancies, and Elections

The Officers of the Board shall each serve a one-year term starting January 1st. Officers shall be elected by a vote of the Board. Board Members shall each have one vote per each Officer position up for election. Elections shall take place during the first board meeting of the fiscal year. The Chair shall remain impartial in Officer elections. There shall be no term limits for Officers. The Board shall fill an Officer position that is vacated for any reason.

Section III: Officer Positions

The Chair

The Chair shall call meetings to order, preside over meetings of the Members and Board, and perform all other duties the position may require. The Chair shall have the official authority to make financial transactions on behalf of the Grotto. The Chair shall be responsible for executing the One Year Plan approved by the Board. The Chair shall have the authority to oversee the operation of committees and to appoint committee chairs. The Chair shall have the authority to resolve disputes among committees or members. The Chair may delegate authority to other Members in a manner consistent with the Constitution and By-Laws. The Chair shall remain impartial on votes for all business.

The Vice Chair

The Vice Chair shall assist the Chair in the discharge of their responsibilities and preside over meetings in the absence of the Chair. If the Chair must step down from their position, the Vice-Chair shall assume the Chair position until the regular annual officer elections take place. The Vice Chair shall have the official authority to make financial transactions on behalf of the Grotto.

The Secretary

The Secretary shall keep minutes of the Member and Board meetings and distribute these to all members. The Secretary shall ensure the current version of the By-Laws is accessible to all members. The Secretary shall keep the members informed with meeting information and any other pertinent information.

The Treasurer

The Treasurer shall have the official authority to make financial transactions on behalf of the Grotto. The Treasurer shall keep financial records for the Grotto and provide a financial statement at each meeting.

Article IV: Fiscal Policies

Section I: Authority

No standing or special committee and no Member, Director, Officer, or other organizational member shall have the power to incur financial obligations binding upon the Grotto except as authorized by the Board.

Section II: Fiscal Year

The Fiscal Year shall be January 1 to December 31 of the same calendar year.

Section III: Compensation

No Member, Director, Officer, or other organizational member shall receive compensation for their duties or services except for expenses authorized by the Board.

Article V: Disciplinary Action

Section I: Authority

Formal disciplinary action may only be taken by the Board.

Section II: Non-Payment of Dues

Membership shall be suspended for non-payment of Grotto dues. A member suspended solely for non-payment of dues shall be reinstated automatically upon payment of current Grotto dues.

Section III: Board of Directors Attendance

Any Director failing to attend in person or by proxy for two consecutive meetings shall be removed from the Board.

Section IV: Misconduct and Harassment

Members may be admonished, suspended from certain privileges, or expelled from the Grotto for any of the following reasons:

  • Willful misuse of Grotto property or facilities
  • Willful disregard for the safety of themselves and/or others while participating in a Grotto activity.
  • Violation of the Grotto’s Anti-Harassment Policy

Section V: Petitions for Disciplinary Action

The expulsion (termination of membership in the Grotto) of any member, or the impeachment of any Officer or Director, may be called for by a petition of five members. The petition shall be submitted in writing to the Chair and be accompanied by a summary of reasons for initiating the expulsion or impeachment. The petition shall include the signature of each of the petitioners. In the event the Chair is the subject of the petition, the Vice-Chair shall handle the petition.

Section VI: Consequences of Impeachment

Impeachment of an Officer or Director relieves them from their leadership role but not from their Grotto membership. An impeached member shall no longer be eligible to serve as an Officer or Director.

Section VII: Impeachment or Expulsion Proceedings

Impeachment or expulsion proceedings shall be conducted at a Board meeting and must have any such proceedings as the first order of business. Proceedings shall be held within six weeks of receipt by the Chair (or Vice-Chair in the event the Chair is the subject) of any petition calling for such action. The individual(s) in question and the Board shall be advised of the reasons for such proceedings. The individual(s) in question shall have the right to represent themselves at the proceedings.

Section VIII: Impeachment or Expulsion Quorum

Any Director being considered for impeachment or expulsion shall not be counted as part of the quorum for the impeachment portion of that meeting. The Vice-Chair shall preside when the Chair is the subject of an expulsion or impeachment proceeding.

Section IX: Multiple Member Impeachment or Expulsion

If more than one member is being considered for impeachment or expulsion, such multiple proceedings may not be held concurrently, but must be conducted consecutively in the chronological order of their initiation.

Section X: Voting

Any disciplinary action shall be adopted with a three-fourths vote of the Board.

Article VI: Amendments

Section I: Amendment Procedure

The Board is responsible for amending the By-Laws. An amendment of the By-Laws may be proposed by any two Directors, or by ten Members, by informing the Chair in writing of the proposed amendment. Proposed amendments shall be circulated to the Directors at least thirty days prior to the meeting in which they shall be discussed and voted upon. Proposed amendments to the By-Laws shall be adopted with a three-fourths vote of the Board.

Approved 2/23/2023

Anti-Harassment Policy

The Out of Bounds Grotto of the National Speleological Society is committed to a friendly environment that is harassment-free for all volunteers and members.

Intimidating, humiliating or sabotaging others in this organization will not be tolerated. Unlawful harassment based on protected categories is a form of discrimination. Federal, state, and local law forbids discrimination. Discrimination categories include but not limited to the following:

  • Race
  • Ethnicity
  • Age
  • Sex
  • Sexual Orientation
  • Disability
  • Gender Identity
  • Gender Expression
  • Familial Status
  • Pregnancy
  • Genetic Information
  • Religious Creed
  • National Origin or Ancestry
  • Medical Condition
  • Military Status / Veteran Status
  • Marital Status

Sexual harassment is defined as unwelcomed sexual advances to include sexual favors, quid pro quo, verbal or physical conduct of a sexual nature, or creating a hostile environment. Examples of these include a) submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s participation when b) submission to or rejection of such conduct by an individual is used as the basis for decisions affecting such individual, or c) such conduct has the purpose or effect of unreasonably interfering with an individual’s performance or creating an intimidating, hostile or offensive environment. Sexual harassment may include a range of subtle and not-so-subtle behaviors and may involve individuals of the same or different gender. These behaviors may include unwanted sexual advances or requests for sexual favors; sexual jokes and innuendo; verbal abuse of a sexual nature; commentary about an individual’s body, sexual prowess or sexual deficiencies; leering, whistling or touching; insulting or obscene comments or gestures; display of sexually suggestive objects or pictures; and other physical, verbal or visual conduct of a sexual nature.

Grotto members should report any behavior or incident they suspect may fall under this policy to the Board of Directors. The Board of Directors, minus any individuals associated with the behavior/incident (if applicable), will conduct a thorough investigation and act to remedy the situation. Violators of this policy may be relieved of all leadership duties and are subject to expulsion from the Grotto.

Approved 8/15/2021