Bylaws of the Sierra Club San Francisco Bay Chapter
Updated January 2023
Table of Contents
| 1. Organization 1.1 Name 1.2 Establishment 1.3 Purpose 1.4 Boundaries 2. Membership 3. Executive Committee 4. Nominations and Elections
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5. Functions and Services 5.1 Functions 5.2 Publications 5.3 Conservation Program 5.4 Membership Program 5.6 Political Action 6. Group Sections 7. Finances 8. Construction and Amendment
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1. Organization
1.1 Name
The name of this Sierra Club unit is the San Francisco Bay Chapter of the Sierra Club.
1.2 Establishment
This Chapter is established by action of the Board of Directors of the Club (Board), and is governed by these Bylaws, consistent with the provisions of the Bylaws and Standing Rules of the Club, by applicable law, and by the policies and directives of the Board. This Chapter is an integral part of the Sierra Club and is not a separate legal entity.
1.3 Purpose
The purpose of this Chapter is to foster within its territorial limits the purposes of the Club. The Chapter is authorized to undertake activities that are consistent with the purposes of the Club and are not prohibited by the Board by a general rule applicable alike to all chapters. The Chapter shall act on questions of public policy only in pursuance of Board policies or in a manner consistent with them.
1.4 Boundaries
The territorial boundaries of this Chapter shall be a specified from time to time by the Board, with due consideration of the wishes of Club members residing therein.
2. Membership
2.1 Members
Chapter members shall be those Club members of record who reside within the Chapter boundaries, except as otherwise provided in the Club Bylaws. Only Chapter members in good standing may vote or hold Chapter office. Only Sierra Club members in good standing may act on behalf of the Chapter.
2.2 Powers of Members
By voting in annual or special elections, members shall elect and may recall members of the Chapter Executive Committee (ExCom) other than group representatives, and may determine Chapter policy. Through petition, members may require the ExCom to call membership meetings.
2.3 Membership Meetings
The ExCom may call, or upon petition by twenty-five (25) members shall call, a meeting of the members. At least thirty (30) days’ written notice shall be provided to the members, stating the time and place to consider subjects specified in the petition or by the ExCom. The notice shall be published in a Chapter newsletter or other publication provided to all members. No binding action may be taken at a membership meeting, but resolutions addressed to any Club entity may be adopted. The quorum for a membership meeting shall be fifty (50) Chapter members.
2.4. Election Petitions
The members may petition for a special election by obtaining signatures from 1% or more of the Chapter's members. Petitions shall state separately each issue to be decided. If the issue is the recall of ExCom members, candidates who shall take office if the recall is successful shall be nominated in the same petition.
3. Executive Committee (ExCom)
3.1 Number
Subject to the powers of the members as provided in these Bylaws, the management of the affairs and activities of the Chapter shall be in the hands of the ExCom of nine members elected by the Chapter membership for terms of two years (five to be elected in odd numbered years and four in even-numbered years), plus one representative from each Chapter group selected annually according to each group’s bylaws. One of the nine at-large members shall be elected the Council Delegate and the Alternate for the Chapter. Group representatives may vote and hold any office except Council Delegate or Alternate. Each group may designate an alternate who may vote in the absence of the representative.
If any Chapter group fails to select a group representative to the Chapter ExCom within 30 days from the date of the notice that these Bylaws have been approved, filed and are effective (for the initial term) and within 30 days from the closing date of the annual Chapter election (for any subsequent term), that group shall have waived its right to have one of its members serve on the ExCom until a member is so selected and the quorum requirement will be reduced accordingly.
No at-large member may serve as a voting member of the ExCom for more than six consecutive years.
If not otherwise members of the ExCom, the Secretary and Treasurer shall serve as non-voting members.
3.2 Powers
Only the ExCom or those specifically authorized by it or its designees shall act in the name of the Chapter. The ExCom shall have the authority to make rules and regulations for carrying out the provisions of these Bylaws. If any dispute or appeal arises concerning any act or decision of the ExCom, the Board or its designees shall have the power to determine the procedures to be followed. Chapter actions must be consistent with Club purposes and the policies and directives of the Board or its designees.
The ExCom may call meetings of the Chapter membership at large with 30 days written notice to all Chapter members stating time, place, and subjects to be considered. Notices shall be published in a Chapter newsletter or other publication provided to all members.
The ExCom may call and conduct special elections in accordance with these bylaws.
The ExCom may establish and dissolve groups, sections, and committees as provided in these Bylaws.
The ExCom may appoint and remove Chapter officers, representatives, and committee members at any time.
3.3 Responsibilities
The ExCom shall assure that the activities and services provided for the benefit of the members by the Chapter and its groups, sections, and other entities comply and are consistent with these Bylaws and any Chapter Standing Rules, policies and directives of the Board or its designees, the Bylaws and Standing Rules of the Club, and applicable law. Such activities may include but are not limited to financial management, membership services, production of publications, and conservation, outings and political programs. Authority may be delegated to carry out such activities, but the ExCom shall retain overall responsibility and control.
3.4 Vacancies
The ExCom shall have the power to fill a vacancy in any elected or appointed office, except when the vacancy results from a recall in a special election. A vacancy in an elected position shall be filled by secret ballot vote of the remaining ExCom members. Any appointed ExComm member will serve no longer than until the next election for Chapter/Group ExComms.
3.5 Officers
The ExCom shall elect from its members the following officers, who shall also be Chapter officers: a Chair, a Vice-Chair, and at its option, a Secretary and a Treasurer. The ExCom may appoint from outside its membership any other Chapter officers it considers necessary, including the Secretary and Treasurer. All such officers shall be Chapter members.
At the discretion of the ExCom, offices may be combined, provided there are at least two distinct officers. Assistants to these officers may be designated from among Chapter members.
Notice of the officers and appointees of the Chapter shall be provided to Club headquarters annually upon selection, or as required by the Board or its designees.
3.6 Representatives
The ExCom shall elect from among its members elected by the entire Chapter membership a Chapter Delegate and Alternate to the Sierra Club Council. The term of the Delegate shall be two years. The Council Delegate shall be a voting ExCom member for the duration of the appointed term as Council Delegate.
The ExCom shall appoint Chapter members as delegates and alternates to the Regional Conservation Committees (RCCs) assigned by the Board or its designees, as provided in the relevant RCC Bylaws. The RCC delegates and alternates shall serve as ex-officio ExCom members, without vote, if not already members.
The ExCom may instruct delegates and alternates before each Council or RCC meeting. Delegates or alternates shall report to the ExCom after each Council or RCC meeting.
3.7 ExComm Steering Committee
By majority vote of its members, the ExCom may annually establish a Steering Committee. If it elects to do so, the members of the Steering Committee shall consist of the Chair, Vice-Chair and at least three but no more than five other ExCom members, plus one or more alternates who may replace any absent member at any Steering Committee meeting. The Steering Committee members (other than the Chair and Vice-Chair) shall be elected by the ExCom by secret ballot vote. The Steering Committee shall have the power and authority to act for the ExCom on such matters as the ExCom may delegate, except as prohibited by law or these Bylaws. By majority vote of its members, the ExCom may at any time revoke any or all authority so granted. The Steering Committee shall keep regular minutes of its proceedings and report the same from time to time as the ExCom may require. A majority of the members of the Steering Committee shall constitute a quorum for the transaction of business by that committee.
3.8 Chapter Committees
The ExCom may establish and dissolve standing and special committees for such objectives as it may set. Subject to ExCom approval, the Chapter Chair shall appoint committee members from among Chapter members. The Chapter Chair, or another ExCom member designated by the Chair, may be designated as a voting member of each committee, except the Nominating and Election committees. Standing committees shall be appointed annually. Except for the Nominating and Election Committees, the ExCom may add, remove, or replace members of any committee at any time. The ExCom may fill vacancies on the Nominating and Election Committees.
3.9 Open Meetings
All meetings of the ExCom and its committees shall be open to attendance by any Club member, but the ExCom or its committees may convene in private session for the consideration of any sensitive matter, provided that any vote or final action is taken in open session.
3.10 Quorum
A quorum for ExCom meetings shall be a simple majority of its voting members. An ExCom member shall be considered present at a meeting if physically present at such meeting.
3.11 ExCom Meetings
The ExCom shall hold regularly scheduled meetings at least four times per year at times and places communicated in advance to all Chapter members.
3.12 Special Meetings
ExCom business may, if necessary, be conducted at a Special Meeting. A Special Meeting may be called by the Chair or any three ExCom members with at least 48 hours notice, if given by telephone or other electronic means, or 96 hours, if given by mail, unless all ExCom members waive this notice requirement. Due notice of Special Meetings must be given to all members of the ExCom and posted in the Chapter office.
3.13. Absences
Except for group representatives, any ExCom member who has unexcused absences from three regularly scheduled meetings over any continuous twelve-month period shall create a vacancy.
Any group that does not send its designated representative or designated alternate to any two or more regularly scheduled meetings over any continuous twelve-month period need not be counted towards the quorum. A group’s status in the quorum shall be restored by a designated group representative’s attendance at a regularly scheduled ExCom meeting unless and until its representative again misses two or more regularly scheduled meetings in such twelve-month period.
Any member absent for more than one-third of a meeting may, upon a majority vote of the ExCom, be declared absent from that meeting. An absence may be excused by a majority vote of the ExCom.
4. Nominations and Elections
Approved by Chapter ExCom on June 8, 2020
4.1 General
A. Oversight
i. Nominations are required for a member to be a candidate for Chapter and Group Offices. General oversight for nominations for Chapter Offices within the SF Bay Chapter is the task of the Chapter’s Nominations Committee. General oversight for nominations for Group Offices within the SF Bay Chapter is the task of the Group’s Nominations Committee.
ii. Campaigning is allowed for Chapter and Group Offices. General oversight for election campaigns for all offices within the SF Bay Chapter is the task of the Chapter’s Election Committee.
B. Eligibility
i. Only Chapter or Group members in good standing may be a candidate for, or hold elected positions on, their respective Executive Committee.
ii. Club employees may not hold elected positions on their respective Executive Committee.
C. Notice to Membership Regarding Nominations and Elections.
i. Newsletter or website publication is sufficient for written notice to members. Chapters must publish this information for Groups without websites, newsletters, or mailing budgets.
4.2 Nominations
A. Nominations Committee
i. The Nominations Committee is responsible to recruit, vet, and nominate candidates to fill all open Executive Committee seats.
ii. The Nominations Committee shall report the nominees by committee to the Executive Committee at least two weeks before the deadline for submission of nomination petitions and at least 5 weeks prior to the ballot mailing date.
iii. The Executive Committee may accept, but not modify, the Nominating Committee report. Formal acceptance of the report shall not be required for the election to proceed.
iv. The Nominations Committee shall inform members who expressed an interest in being candidates but were not nominated by committee of their option to have their name placed on the ballot by gathering the required number of member signatures.
v. An election should not be delayed if the Nominations Committee does not nominate at least two more candidates than the number of Executive Committee members to be elected.
B. Nominations By Petition
i. The number of valid signatures needed to nominate by petition shall be set forth in the published information about the election as a number of members, not a percentage. This number shall be published at or before the opening of nominations. To qualify as a candidate by petition for SF Bay Chapter Executive Committee, an applicant must provide 30 valid signatures of supporting members.
ii. The Nominations Committee shall select a date for the deadline of the delivery of petitions no less than two weeks after the date nominees by committee are due to be reported to the Executive Committee. This date shall be published at or before the opening of nominations.
iii. For a signature to be valid, the signer must be a member of the relevant Chapter or Group on the date of the deadline to submit petitions. The signature of the petition candidate shall be counted.
iv. Petitions may be executed physically or electronically, and shall be delivered in original, facsimile, or by electronic transmission capable of being printed in clearly legible form.
v. The Nominations Committee is authorized to communicate with petition signatories to verify their signature and consent.
vi. Petition signatories must provide valid contact information when signing a petition form. Any signature in a petition with invalid contact information shall be cause for the Nominations Committee to deem such signature invalid.
C. Ballot Statements
i. The Nominations Committee shall specify a standard format (using a form or written guidelines) for each candidate’s statement, which shall specify the maximum number of words for each statement.
ii. The Nomination Committee may allow the candidate’s statement as printed in the Yodeler to be posted electronically for the benefit of the membership.
4.3 Notifications
A. Candidates
The Committee shall provide nominees with a copy of these Rules and Guidelines at the same time as candidates are notified of their nomination by the committee or sooner. Petition candidates shall be provided with a copy at the same time as they are notified of their qualification or sooner.
B. Others
As soon as candidates are nominated or qualify by petition, the committee shall so notify all conservation issue subcommittees, activities sections, groups, and Yodeler editor, in order that news items by or about candidates shall not appear in any newsletters or other publications in conflict with Rule 7 herein.
4.4 Campaign Materials
A. Definition
Campaign materials are hereby defined as printed, electronic or reproduced material that advocates the election or defeat of any candidate or candidates for Chapter or Group Executive Committee, or Sierra Club Council, or any combination thereof.
B. Content Guidelines
Campaign materials should be positive, in keeping with the goals of the Club. Materials shall not be libelous and shall not contain assertions contrary to known fact. No provision of these rules is intended to abridge the First Amendment rights of any candidate or member.
C. Candidate Approval
Campaign materials produced and/or distributed not by, but on behalf of, a candidate or candidates should not be not distributed without the candidate’s or candidates’ approval(s).
D. Ballot Statement
The Election Committee shall review candidates’ ballot statements for compliance with the prescribed format, length, and to correct significant errors of fact about the Club. If a candidate fails to revise the statement to conform to the prescribed format or length within five (5) days of a request by the Election Committee, it shall change the statement to do so. If the candidate refuses to correct a significant error of fact about the Club, the Election Committee shall publish a correction below the candidate’s statement in the ballot materials. Candidates must submit with their statements evidence that each listed endorser has agreed to be so listed.
E. Content of Campaign Material
Candidates are legally responsible for the content of their campaign materials, including ballot statements, and will indemnify and hold the Club harmless for any legal claims, such as libel, and related costs that arise out of the Club’s publication thereof.
4.5 Distribution of Campaign Material
A. Mailing
i. Discouraged
Mailing of campaign material to Club membership lists, or portions thereof, is discouraged, but it is allowed. Mailings are discouraged in order to minimize the influence of money in the election process. This policy is similar to the Club policy for Board of Directors elections and to the Council guidelines, which state: “While campaigning for the Executive Committee is permitted, extensive expenditures of human and financial resources in such campaigning, such as mailings to the general membership, are not ordinarily in the best interests of the Sierra Club, and are to be discouraged.”
ii. Labels
Labels for mailings may be purchased at rates set by the Club pursuant to Nation Sierra Club Standing Rules Regarding Mailings Applicable to Chapter and Group Elections
SR 4.1.2: Access to Membership List:
(a) A Club member in good standing may request access to the names and postal addresses of Club members for a purpose reasonably related to that member’s interest as a Club member. All requests must: (i) be made in writing; (ii) include the Club member’s name, address and, if known, Club membership number; (iii) be directed to the Club Secretary, care of the Executive Office; (iv) specify the entire list or that portion of it, based solely on criteria discernible from postal address, being requested; and (v) clearly state the purpose for which access is requested. To assist in showing that the request is made for a purpose reasonably related to the member’s interest as a Club member, a copy of the material to be mailed may be submitted with the request. In any event, a copy of the material must be sent to the Executive Office at the time it is mailed to Club members.
(b) Access to the membership list will be provided through a Club-approved mailing house for one-time use. The Club will charge a fee for its cost of compiling and supplying the requested list to the mailing house. All other costs associated with the mailing, including printing and mailing house fees, are the sole responsibility of the Club member and should be arranged with and paid directly to the mailing house. Adopted 11/19-20/04, 05/19-20/06, 02/24/07.
And also pursuant to National Sierra Club Standing Rules Regarding Mailings Applicable to Chapter and Group Elections SR 5.6.1(h):
(c) A Club member in good standing may use published Club lists, including the Leader Directory, to communicate with Club leaders about Club elections. However, e-mail addresses and telephone numbers from the Leader Directory may not be used by a Club member for fundraising of any kind.
B. Distribution to Other Candidates
Sufficient copies of any campaign materials, prior to being mailed or otherwise distributed, shall be supplied to the Election Committee to be distributed to all other candidates for their information.
C. Use of Club lists or listservs or membership information
Use of Club lists or listservs or membership information to phone or email members by a candidate is prohibited.
D. Promotion of Candidates
A Club member in good standing may use published Club lists, including the Leader Directory, to communicate with Club leaders about Club elections. However, e-mail addresses and telephone numbers from the Leader Directory may not be used by a Club member for fundraising of any kind.
4.6 Response to Campaign Material
Proposed responses to campaign material by other candidates shall be submitted in identical manner as other campaign materials.
4.7 Rules Regarding Campaigning
A. Club Publications and Websites
i. Club publications such as newsletters and websites, as well as “Letters to the Editor”, not identified as campaign materials, but identified as by or about individual candidates, shall NOT be published in Club publications during the period between the close of nominations and the date set for counting Club ballots, except for routine articles or messages (defined below).
ii. If Club publications such as newsletters and websites are made available for candidates to campaign, all candidates must be informed and given an equal opportunity to make statements or have statements made on behalf of their candidacy.
B. Articles
i. No articles or messages by or about individual candidates shall be published in SIERRA, Club newsletters, web pages, or other Club publications between the close of nominations and the date set for counting Club ballots, except for routine articles or messages (defined in ii. below).
ii. An article or message is "about" a nominee or petition candidate if it either mentions the fact that the member is a candidate or has as its principal focus the candidate, as opposed to an incidental reference. An article or message is not “about a candidate” if it merely discusses the Club’s elections, the functioning of the Board of Directors, or issues presented by the election without mentioning the names of any individual candidate or expressly advocating that members vote for or against any identifiable subset of candidates. An article or message is "routine" if it (a) does not mention the fact that the author or subject is a candidate, (b) does not mention the election, (c) relates to the candidate’s performance of duties in an elected or appointed Sierra Club capacity, (d) is timely for Club purposes, and (e) is sent or published only to members who would normally receive similar articles or messages.
C. Discussion Lists
Germane discussion of candidates (for example, discussing forestry aspects of a candidacy on a forestry list) may take place on any Chapter or Group Club discussion list, subject to the usual rules of the list and unless barred by the sponsor/owner of the list. The rules may limit the length and frequency of messages from a discussant. The poster of a message about a candidate shall send a copy of the message to the candidate.
D. Meetings
Candidates or their proxies may speak to groups of Club members about their candidacy at regularly scheduled meetings and outings as long as no additional Club funds are spent. Candidates or proxies who travel to meetings at Club expense may not discuss their candidacy on the floor of the meeting other than a brief announcement that the member is a candidate. Club entities may hold scheduled candidate forums provided that all candidates are given adequate notice and an opportunity to participate.
E. Candidate Websites
Individual candidates or groups of candidates may have their own promotional websites. To avoid any misunderstanding, the opening page of any such site must say “This site is not sponsored or supported by the Sierra Club.”
F. Advertising
No Club publication, including chapter and group newsletters, web pages and electronic bulletin board systems, shall carry advertising for or against a candidate.
G. Endorsements
Chapters and Groups may not endorse candidates in Chapter and Group elections. Club members acting on an individual basis and not in a Club capacity may endorse candidates, however. Club leaders may use their Club titles to endorse candidates only in the candidate’s ballot statement.
4.8 Voting and Ballots
A. Members on the list for sending the election materials (or for the newsletter in which the election materials appear) constitutes the list of members of record eligible to vote in the election. This voter list must be obtained no earlier than one week prior to the date election materials are mailed. Any member on this list shall be deemed a member of record. The list or copy of the list shall be retained for ballot verification.
B. Separate ballots must be supplied for each member. Joint members must be provided with two ballots, or a place for each member to vote separately.
C. Election materials may be made available in any of the following ways or in any combination thereof:
i. A ballot mailed separately to each eligible member.
ii. A ballot included in a chapter newsletter mailed or electronically dispatched to each eligible member. A newsletter containing ballots shall display a prominent notice that the ballots are included, which is visible without opening the newsletter. A single mailing or newsletter suffices to make ballots accessible to joint members.
iii. Electronic notification of a voting website that includes candidate statements, all other election materials, and a dedicated page for casting votes by each eligible member.
D. Club members in any membership class (Regular, Life, or Introductory) are eligible to vote in Chapter and Group elections.
E. Club members who do not receive a ballot, lose the ballot, or spoil the ballot may obtain a replacement from the Election Committee. The Election Committee will control the supply of replacement ballots (including extra copies of newsletters if used to deliver original ballots) until after the closing date of the election.
F. Each vote must be accompanied by the membership number or other identifying number of the voting member(s). The Election Committee shall be responsible for ensuring that each vote cast corresponds to legitimate number(s) of eligible voters.
G. The Election Committee shall announce the date, time and location of the ballot counting to the candidates and invite them to attend the ballot counting, or to send a representative to the ballot counting on their behalf.
H. After ballots are verified, such as by review of address labels, labels shall be removed before counting to preserve secrecy.
I. If there is a tie vote, the tie shall be resolved immediately, first by a recount, then, if necessary, by lot at the ballot counting.
J. After the ballot counting, the Election Committee shall immediately notify the candidates, the Executive Committee members, and other interested parties of the election results.
K. The Election Committee, only after hearing any complaints from candidates or others, shall formally report the results to the Executive Committee at the Executive Committee’s next meeting.
L. The Election Committee shall provide for retaining ballots and nomination petitions until their destruction is directed by the Executive Committee.
M. Electronic Voting
i. Online voting is allowed as an addition to, not a replacement of, a paper ballot mailed to all members. Since not all members have provided the Club their email addresses, the election system cannot rely solely on electronic voting, as it would disenfranchise some members. To meet the requirement that all members be sent election materials, a postcard may be sent to those members for whom there is no email addresses on record referring them to the chapter or group election page containing all voting information.
ii. The decision to allow electronic voting must be made by a vote of the Executive Committee for a single election and renewed annually. In its vote, the Executive Committee will also prescribe the manner in which electronic balloting will be conducted.
iii. The Election Committee is charged with determining the manner in which online votes are counted and maintained until the election is validated by the Executive Committee.
iv. Each vote must be accompanied by the membership number or other identifying number of the voting member(s). The Election Committee is responsible for verifying that members are not voting both with a mailed paper ballot and with an online ballot.
v. The requirement to maintain strict ballot secrecy is removed for electronic votes. Members’ votes will be kept confidential by any individual examining the online voting record.
4.9 Enforcement of Campaign Rules and Guidelines
A. Procedures Established
Procedures are hereby established for appropriate action in the case of intentional and substantial violation (hereinafter called “violation”) of these campaign rules. Violations are to be brought to the attention of the Election Committee, through the chair, immediately following their occurrence or discovery. Violations brought to the attention of other entities shall be redirected by those entities to the Election Committee for initial investigation.
B. Violations Discovered during the Election Period
i. If a majority of the Election Committee finds, during the election period, before the votes have been counted, that a candidate has committed a violation of these campaign rules and guidelines, then the Election Committee may recommend to the Chapter or Group Executive Committee, as appropriate, that the candidate be disqualified. Such a recommendation shall be made in writing. Copies of the recommendation shall immediately be sent to the Chapter Council Delegate and Council of Club Leaders.
ii. The Chapter or Group Chair, or a majority of the Chapter or Group Executive Committee, may hold a special meeting to discuss such a recommendation. Such a meeting shall be limited to the topic at hand and shall afford the chair of the committee the opportunity to explain, the candidate the opportunity to rebut and interested members the opportunity to comment on the recommendation. A public vote of two-thirds of the voting members of the Executive Committee including the candidate in question, if applicable, shall be required to disqualify the candidate from taking office, unless the Executive Committee finds prior to 1 January that the candidate had not in fact committed a violation.
C. Violation Discovered after the Election Period
i. If a majority of the Election Committee finds, after votes have been counted, that an elected candidate has committed a violation of these campaign rules and guidelines, then the candidate shall not be disqualified from taking office, but the Election Committee may recommend to the Chapter or Group Executive Committee, as appropriate, that the candidate be removed from office pursuant to the Chapter or Group bylaws. Such recommendation shall be made in writing. Copies of the recommendation shall immediately be sent to the Chapter Council Delegate and Council of Club Leaders.
ii. The Chapter or Group Chair, or a majority of the Chapter or Group Executive Committee, may hold a special meeting to discuss such a recommendation. Such a meeting shall be limited to the topic at hand and shall afford the chair of the committee the opportunity to explain, the candidate the opportunity to rebut, and interested members the opportunity to comment on the recommendation. The Chapter or Group bylaws govern the conduct of a special election to remove a member from office.
D. Appeals
i. Decisions by a Chapter Executive Committee on an appeal from a decision by a Chapter Election Committee go to the Bylaws, Standing Rules, and Elections Committee.
ii. Decisions by a Group Executive Committee on an appeal from a decision by a Chapter Election Committee may be appealed to the Chapter Executive Committee within 48 hours following that decision. The Chair of the Chapter’s Executive Committee, or a majority of the Chapter Executive Committee, may decide to hold a special meeting to discuss an appeal at its discretion. If such a meeting is held, it shall be limited to review of the process used to disqualify a candidate. This is a procedural appeal only, not a substantive appeal.
iii. Initial decisions regarding disqualification by the Chapter Executive Committee and appeals of decisions regarding disqualification by a Group Executive Committee may be made to the Bylaws, Standing Rules, and Elections Committee.
4.10 Construction and Interpretation
These rules and guidelines are in addition to any other procedures established by the Club or legally required in the conduct of a Club election and are subordinate to any conflicting Club or legal requirement. Questions regarding interpretation shall be first posed to the Nominations Committee or Election Committee through the Chair. Initial advice may be given by the Chair orally. Appeals to a ruling, if necessary, shall be made in writing to the Nominations Committee or Election Committee, the Group Executive Committee (if applicable), the Chapter Executive Committee, and the Bylaws, Standing Rules and Elections Committee, in succession. All efforts should be made to resolve questions about interpretation informally.
5. Functions and Services
5.1 Functions
The Chapter shall provide functions and services required by the Board, its designees, or the Chapter members. The ExCom shall define from time to time the methods and procedures by which these functions and services shall be delivered.
5.2 Publications
The ExCom shall arrange for Chapter publications to be distributed regularly by print or electronic means to all Chapter members, giving notice and reporting proceedings of the ExCom, Chapter meetings, elections and other news, including announcements of social events and outings.
5.3 Conservation Program
The Chapter Conservation Program shall be carried out by the Conservation Committee, which shall further the conservation objectives and priorities of the Club within Chapter boundaries, assist in international, national and regional Club actions, and provide for the development and execution of specific conservation strategies and action programs authorized by the ExCom.
The Conservation Program shall provide an opportunity for groups, sections, other chapter entities, and individual members, to become involved in conservation activities. The program shall also provide for recruiting and training activists to develop the necessary skills and judgment, for publication and discussion of conservation issues, and for networking and alert systems, such as phone trees and electronic mail.
The ExCom shall appoint a Conservation Chair who shall provide a point of contact for the public and other Club leaders, and assist the ExCom in conservation planning, budget decisions, resolving conflicts, training, and implementation of the Conservation Program.
The Conservation Program shall be coordinated with other Club entities. Chapter leaders shall not make a statement or take a position publicly that is contrary to a policy or position established by the Board of Directors, the duly authorized chapter, group, committee or other Club entity, or the Club membership through referendum, nor shall Club leaders or staff members mention their Sierra Club affiliation if they, in their own names, make a statement or take a position contrary to established policy.
Conservation actions may not include civil disobedience. No chapter, group, nor other Club entity shall encourage, request or direct any person to violate the law.
5.4 Membership Program
The ExCom shall provide for a membership program that keeps a copy of the roster of current members, assists in efforts to recruit and retain members, and is responsible for recruiting and welcoming members and encouraging them to participate in Club and Chapter activities.
5.5 Outings and Activities
The Chapter ExCom shall manage any outings and activities programs in cooperation with Chapter entities that conduct such outings and activities. Such management shall include but is not limited to the establishment of codes of conduct appropriate to each type of activity, provisions for approval and publication of notices, training and certification of leaders, screening of participants, compliance with insurance restrictions and other Club policies, handling of reservations and fees, restricting group size and environmental impact, and investigation of incidents and complaints. All outings and activities shall be sanctioned in advance. Such management shall be carried out by the Chapter's Activities Committee.
5.6 Political Action
The Chapter's political program shall include evaluating political issues and positions, planning and conducting the endorsement and support of candidates for public office, and developing and leading the efforts necessary for those processes. This program may include federal, state, provincial, territorial, and local government races as well as ballot initiatives, and shall be conducted in compliance with applicable law and the Club's electoral compliance guidelines. This program shall be carried out by the Chapter's Political Committee.
6. Groups and Sections
6.1 Groups
With ExCom approval, Chapter members residing in a contiguous Chapter area may form a group, subject to Chapter and Club approval of group bylaws. A group shall elect its own executive committee by secret written ballot provided to all group members.
6.2 Sections
With ExCom approval, Chapter members interested in special activities consistent with Club purposes, or other appropriate subsets of Chapter members, may form sections, subject to approval of section operating procedures. Because section membership is optional, sections may assess dues and also charge for activities, as permitted by the Chapter ExCom.
The Chapter may require that sections adopt formal bylaws.
6.3 Reports
Each group and section shall submit an annual report of its activities to the Chapter ExCom.
6.4 Suspension and Dissolution
By a majority vote the Chapter ExCom members present at a regular or special meeting may suspend or dissolve a group or section, if, in the judgment of the ExCom, such action is in the best interest of the Club. Such action shall not affect the standing of the individual members as members of the Club or Chapter. Suspension or dissolution shall only take place after written specification of the grounds for the proposed action are furnished to the members of the group or section affected and to the Board or its designees. At the same ExCom meeting, Chapter members shall have an opportunity to comment on the proposed action.
Upon dissolution, all remaining assets of the dissolved group or section shall revert to the Chapter.
As an alternative to dissolution, the Chapter ExCom may require new elections to be held for group or section office.
7. Finances
7.1 Receiving and Expending Funds
The Chapter may receive funds from Club entities and may receive contributions directly. The Chapter may not assess or collect dues from its members, or charge additional fees for Chapter publications distributed to all Chapter members. Expenditures shall be consistent with all rules, policies and directives of the Board and its designees.
7.2 Fundraising and Fees for Outings and Activities
Consistent with rules, policies and directives of the Board or its designees, the Chapter may conduct fundraising and other activities, including outings, that require members and others to pay a fee to participate.
Such fees may include both direct and indirect costs and provide for operating reserves. Announcements of fundraising events shall indicate the intended use of the proceeds.
7.3 Authority Over Deposited Funds
The ExCom shall have authority over all funds deposited in accounts in the name of the Chapter and its entities. Every bank, savings, or investment account must have on the signature list for that account at least two signatures, including the signature of a Chapter ExCom officer, generally the Treasurer or Chair.
7.4 Requirement to Deposit
Unless otherwise specified by the ExCom or the Board or its designees, all monies received by Chapter entities shall be deposited promptly in an account bearing the name of the entity, the Chapter, and of the Sierra Club.
7.5 Delegation of Authority
The ExCom may delegate financial authority to Chapter entities. The Chapter shall retain responsibility and control. Chapter entities must provide satisfactory accounting at least quarterly to the Chapter Treasurer, including all reports required to satisfy Club requirements and applicable laws.
7.6 Prohibitions
The Chapter and its entities may not borrow money, own real estate, or contribute from its general funds to political campaigns, candidates, or their parties.
7.7 Fiscal Year
The fiscal year of the Chapter shall coincide with that of the Club.
7.8 Books and Reports
The Chapter Treasurer shall keep proper books of account, and shall report balances, revenues, and expenses of the Chapter and its entities to the ExCom at least quarterly, and to the Club Treasurer or designee at the end of the fiscal year. The Chapter Treasurer shall either file, or provide the Club Treasurer with timely information and funds required to file, all reports and returns required to satisfy Club requirements and applicable laws.
7.9. Review
As soon as practicable after the close of the fiscal year, the ExCom shall cause a review to be made of the books, including those of all Chapter entities. The results of the review shall be submitted to the ExCom for their approval.
8. Construction and Amendment
8.1 Interpretation of Bylaws
All questions as to the construction or meaning of these Bylaws are first to be referred to the Chapter ExCom for decision. Appeals from such decisions may be taken to the appropriate level, as established by rules of the Board of Directors. The decision of the highest of these entities that chooses to act shall be final. All procedures not prescribed by the Bylaws and Standing Rules of the Club, these Bylaws, or the Standing Rules of the Chapter, shall be governed by the current edition of Robert's Rules of Order, newly revised.
8.2 Amendment
These Bylaws are fundamental and shall not be added to, amended or repealed except by a two-thirds vote of the Chapter ExCom and a two-thirds vote of all mail ballots of the Chapter's members cast in an Annual or Special Election. After proposed bylaw changes have been approved by the Chapter ExCom, and before they are submitted to a vote of Chapter members, they shall be submitted to the Board or its designees for review and approval.
If an amendment expands the size of the ExCom members elected by the Chapter membership, but the annual election was held for fewer members, the ExCom may appoint members or hold a special election to fill new positions. If the amendment reduces the size of the ExCom, the elected members receiving the most votes shall serve.
Approval by vote of the members is not required for amendments needed to keep these Bylaws consistent with changes in the Club Bylaws, directives of the Board or its designees, or to correct inconsequential errors or omissions. Such amendments shall require only a majority vote of the ExCom.
A current copy of these Bylaws shall be filed at the principal office of the Sierra Club Club.
3. Signatures and Effective Date
These Bylaws and any amended versions shall be signed and dated by officers acting on behalf of the ExCom and by the national entity designated to approve bylaws. These Bylaws as amended shall take effect on July 1, 2000 or when the signed copy is filed at the principal office of the Sierra Club, whichever is later. A copy of the signature page shall be returned to the Chapter, and shall be attached to all reproduced copies.