Resolution No. 2026-01

Subject: Recommendation to Amend and Restate the Articles of Incorporation for 501(c)(3) Tax-Exempt Status

WHEREAS, the Mountaineering Club of Alaska (the "Corporation") is a domestic nonprofit corporation duly organized and existing under the laws of the State of Alaska; and

WHEREAS, the Corporation is currently recognized by the Internal Revenue Service as a tax-exempt social welfare organization under Section 501(c)(4) of the Internal Revenue Code; and

WHEREAS, the Board of Directors has determined that transitioning the Corporation’s tax status from a 501(c)(4) organization to a 501(c)(3) public charity will significantly enhance the Corporation's mission by removing certain revenue limitations and facilitating expanded charitable and educational fundraising opportunities; and

WHEREAS, to qualify for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, the Corporation’s Articles of Incorporation must be amended and restated to: (1) restrict the corporate purpose strictly to charitable and educational ends; (2) prohibit activities not permitted under Section 501(c)(3); (3) prohibit private inurement, except for reasonable compensation; (4) limit propaganda and legislative influence; and (5) prohibit intervention in political campaigns; and

WHEREAS, the Board of Directors has determined that the Corporation's Articles should be modernized to remove existing language permitting political and legislative activities, and to add provisions protecting officers and board members from responsibility for the Corporation’s debts and authorizing the Board of Directors to amend the bylaws without obtaining approval of the membership; and

WHEREAS, the Board of Directors, with the assistance of legal counsel or committee review, has prepared the revised "Amended and Restated Articles of Incorporation" attached hereto as Exhibit A; and

WHEREAS, pursuant to Alaska Statute AS 10.20.171, amendments to the Articles of Incorporation of a membership-based nonprofit must first be adopted by the Board of Directors via a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves the Amended and Restated Articles of Incorporation attached as Exhibit A, and strongly recommends their adoption by the membership; and

BE IT FURTHER RESOLVED, that the Board of Directors hereby directs that the proposed Amended and Restated Articles of Incorporation be submitted to a vote of the voting members in good standing; and

BE IT FURTHER RESOLVED, that said vote shall take place at a Special Meeting of the Members called for this purpose, to be held on July 15 at 8pm via video conference; and

BE IT FURTHER RESOLVED, that the Officers of the Corporation are authorized and directed to provide formal notice of this meeting, along with a copy or summary of Exhibit A and instructions for electronic proxy/ballot submission, to all members of record in accordance with the Corporation’s Bylaws and Alaska law.

Duly Adopted by the Board of Directors on this 11th day of June, 2026.

Attest:

Peter Taylor, President

Allison Medland, Secretary