A Letter from the Bylaws Working Group to ADK Membership:

In a little more than a year, ADK (Adirondack Mountain Club) will begin celebrating its centennial anniversary. This, in and of itself, is an achievement. In 1921, several dozen people met in New York City, with a single, lofty goal in mind: To help the public gain access to the Adirondacks through trail building. Just a year later, they took a major step toward achieving that goal by beginning construction on the Northville-Placid Trail under the banner of the newly formed Adirondack Mountain Club.

Now, nearly a century later, it is time for ADK to build upon this steep history in order to meet present needs and prepare for a successful future.

For much of its existence, ADK has been a volunteer-led organization. Over time, as membership grew and the club took on new pursuits, the need for full-time staff increased, leading to a hybrid model that is not dissimilar to that of the Appalachian Mountain Club (AMC), which has served as something of a forerunner to ADK in many respects.

AMC also preceded ADK in having to confront many of the tests that ADK faces today, which prompted a group of key AMC members back in 1995 to propose professionalizing the organization. Despite sinking debt and dwindling membership, this proposal “sparked outrage among many AMC members who felt the club’s ‘do it yourself’ ethic was being compromised,” according to a study entitled “Appalachian Mountain Club: Transforming Governance” (Harvard Business School Document 9-598-066, revised March 1998, p. 1). Despite much dissension, AMC made the difficult decisions that were needed to professionalize the organization. In the following years, it enjoyed a notable resurgence, which erased its debt, doubled its membership, and tripled its endowment.

While ADK has a number of unique strengths—including a dedicated volunteer base—it also faces many of the organizational and financial challenges that AMC once addressed. This places ADK at a proverbial fork in the road: It must choose either to continue doing the same things in the same way, or adapt and grow in both numbers and impact for generations to come.

In response to this situation, a Strategic Planning Committee comprised of board members, chapter representatives, and key staff was established in June 2019 to select a professional firm to help guide ADK through a course-setting strategic plan. This committee selected Conservation Impact, which stood out for having consulted with more than a thousand nonprofits and agencies across forty-five states and internationally during the course of its twenty-four-year history.

Conservation Impact’s president and CEO, Shelli Bischoff, began her work by performing a comprehensive review of ADK’s operations, finances, bylaws, policies, and programs, and also conducted more than sixty interviews with senior ADK staff, Executive Committee members, board directors, and chapter chairs. She also performed an “external” analysis by interviewing a number of ADK stakeholders and financial supporters, as well as professionals from other like-minded organizations. Her findings were presented to the Strategic Planning Committee at the outset of a two-day meeting, followed by lengthy problem-solving sessions, the conclusions of which were presented to both the Executive Committee and, ultimately, the full Board of Directors at its April 2020 meeting.

What materialized was a comprehensive strategic plan that continues to emphasize both outdoor education and environmental advocacy as two mission-focused strengths, but also recommends significant structural change to the current board composition in order to facilitate growth. This is needed not just for reasons related to finances and governance, but also to increase ADK’s impact in the identified areas of focus. “While the plan will take time to implement, which ADK will accomplish incrementally, the necessary first steps must be taken on which the organization can build,” said Jean-Claude Fouere, chair of the Strategic Planning Committee.

 

Board Composition and Governance

One of the most significant topics addressed by the strategic plan is the need for ADK to adopt a professional board structure. ADK’s current board is, by design, comprised predominantly of chapter representatives, whose focus has traditionally been to act on behalf of their respective chapter and not necessarily the larger organization, as required by virtue of their fiduciary roles. This representative model has allowed chapters to receive proportional representation, which has caused the current board to grow to an unwieldy size (forty-three individuals), nearly three times the size of most nonprofit boards.

Because of its size and regional distribution, the board has typically met only quarterly, making it difficult to address issues in a timely manner. This includes timely updating of the bylaws themselves, which have gone more than twenty years without any revision, depriving the organization of the ability to keep pace with emerging trends as well as with federal and state law.

Indeed, several board members acknowledged being ill-equipped to perform the necessary board-related functions when interviewed in furtherance of the strategic plan. “The current board structure has deprived the organization of the functions that a board of directors typically performs, such as fundraising, governance, and developing strategies for strategic growth to increase ADK’s impact on protecting our wild lands and waters and furthering responsible outdoor recreation,” said Tom Andrews, president of ADK.

Comparatively, professional boards overseeing nonprofits across the country typically have from twelve to eighteen directors who meet regularly in order to make timely decisions that are critical to the organization. Those boards are comprised of individuals who are not only committed to the mission, but also skilled through their profession or individual experiences in ways that support their ability to oversee and guide the organization. For ADK, this would include expertise in areas that are essential to the organization’s programming, such as hospitality and publications, or knowledge of operational functions, such as finance or law. A board member who is an expert in publications, for example, would stay up to date on emerging trends in both magazine and trade publications and provide counsel to staff.

In sum, the work of the Strategic Planning Committee has made it clear that the current board structure is too large and removed—both professionally and from its fiduciary and governance responsibilities—to be effective. ADK’s Bylaws Working Group has proposed changes to the bylaws that will help ensure that ADK is effectively governed and has the full composite of skills to help guide the organization, both programmatically and financially, to ensure that ADK grows its impact in the decades to come.

 

Chapter Representation

Moving to a professional board does not mean that there will not be a structured platform for ADK’s chapters to further both their interests and their wisdom. To the contrary: While the traditional board roles of governance, strategic vision-setting, and fundraising are essential, they should be accompanied by a formal structure to advance the interests of ADK’s chapters.

To accomplish this, the revised bylaws will establish an Advisory Council comprised of trustees selected from ADK’s chapters that will meet on a regular basis. In order to ensure a formal connection to the governance of the organization, the Advisory Council will have a seat on the newly proposed Board of Directors.

In addition, the bylaws revisions also incorporate newly created standing committees that will be aligned with the mission of the organization. These include a Stewardship Committee, which will oversee environmental issues, educational programming, and trail work, and a Properties Committee. Both committee chairs will have a seat on the newly constituted board under the proposed revisions. This step elevates the importance of helping ensure that furthering ADK’s mission remains a core component of the board’s work.

 

How You Can Help

ADK cannot move forward without you. All bylaw revisions require a majority vote from the membership before they can be formally adopted by the organization. Included on pages 24–29 is a revised version of the bylaws for your review; it was drafted by the Bylaws Working Group and unanimously approved by both this group and the Executive Committee of the Board of Directors. Following these votes, the revisions received unanimous support from ADK’s full-time staff and approval from more than two-thirds of the full Board of Directors. Now they come to you for either your approval or disapproval.

To cast your vote, please fill out and mail the ballot, on the flap of the enclosed postage paid envelope. Votes must be postmarked by September 18, 2020, to be counted. Family memberships are allowed up to two votes per household in compliance with existing bylaws.

Thank you for your time and support. Your favorable vote today will help us expand our impact to include a larger community of outdoor adventurers, stewards, and advocates as we work to promote safe enjoyment of the backcountry while conserving New York’s wild land and waters for generations to come.

 

Bylaws Working Group

Peter Benoit, Chair; Glens Falls–Saratoga Chapter Chair; Human Resources Development Committee

Chris Corbett, Albany Chapter; member of Heart Lake Property Committee and Human Resources Development Committee; author, Advancing Nonprofit Stewardship through Self-regulation

John McCoy, ADK Life Member, Onondaga Chapter; member of Board of Directors and Heart Lake -Property Committee; Vice Chair Johns Brook Lodge Committee

Brian Coville, Glens Falls–Saratoga Chapter; member of Board of -Directors and Audit Committee

Emily Kane, Glens Falls–Saratoga Chapter; member of Board of -Directors

Virginia Etu, on staff since 2002 (Executive Assistant)