Table of Contents
Bylaws, Nebraska Chapter , Sierra Club 1 Last updated 9/9/2017
Bylaws
Nebraska Chapter, Sierra Club
September 9, 2017
Approved Date By Title
Chapter By-Laws Committee 9/3/2017 Clyde Anderson Chair
Chapter Executive Committee 9/9/2017 Candy Bless Chair
Chapter Membership Not Req.
Sierra Club Bylaws and Standing Rules Committee
Filed by the Office of Volunteer and Activist Services
Table of Contents, continued
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1. Organization.................................................................................................................... 4
1.1 Name............................................................................................................. 4
1.2 Establishment ............................................................................................... 4
1.3 Purpose ......................................................................................................... 4
1.4 Boundaries .................................................................................................... 4
2. Membership .................................................................................................................... 4
2.1 Members ....................................................................................................... 4
2.2 Powers of Members ..................................................................................... 4
2.3 Membership Meetings ................................................................................. 4
2.4 Election Petitions .......................................................................................... 4
3. Executive Committee ...................................................................................................... 4
3.1 Number......................................................................................................... 4
3.2 Powers .......................................................................................................... 5
3.3 Responsibilities ............................................................................................ 5
3.4 Vacancies ...................................................................................................... 5
3.5 Officers.......................................................................................................... 5
3.6 Representatives ............................................................................................ 6
3.7 ExCom Committees ..................................................................................... 6
3.8 Chapter Committees .................................................................................... 6
3.9 Open Meetings ............................................................................................. 6
3.10 Quorum ........................................................................................................ 7
3.11 ExCom Meetings .......................................................................................... 7
3.12 Special Meetings .......................................................................................... 7
3.13 Emergency Meetings ................................................................................... 7
3.14 Absences ....................................................................................................... 7
4. Nominations and Elections ............................................................................................ 7
4.1 Annual Election ............................................................................................ 7
4.2 Nominating Committee ............................................................................... 8
4.3 Petition Candidates ...................................................................................... 8
4.4 Election Committee ...................................................................................... 8
4.5 Mailing Ballots ............................................................................................. 8
4.6 Return of Ballots ........................................................................................... 8
4.7 Counting Ballots........................................................................................... 8
5. Functions and Services ................................................................................................... 8
5.1 Functions ...................................................................................................... 8
5.2 Publications .................................................................................................. 8
5.3 Conservation Program................................................................................. 9
5.4 Membership Program .................................................................................. 9
5.5 Outings and Activities ................................................................................. 9
5.6 Political Action ............................................................................................. 9
6. Groups and Sections ....................................................................................................... 10
6.1 Groups .......................................................................................................... 10
6.2 Sections ......................................................................................................... 10
6.2 Reports .......................................................................................................... 10
6.3 Suspension and Dissolution. ....................................................................... 10
Table of Contents, continued
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7. Finances ........................................................................................................................... 10
7.1 Receiving & Expending Funds .................................................................... 10
7.2 Fundraising and Fees for Outings and Activities ...................................... 10
7.3 Authority Over Deposited Funds ............................................................... 10
7.4 Requirement to Deposit ............................................................................... 11
7.5 Delegation of Authority............................................................................... 11
7.6 Prohibitions .................................................................................................. 11
7.7 Fiscal Year..................................................................................................... 11
7.8 Books and Reports ....................................................................................... 11
7.9 Review .......................................................................................................... 11
8. Construction and Amendment ...................................................................................... 11
8.1 Interpretation of Bylaws .............................................................................. 11
8.2 Amendment.................................................................................................. 11
8.3 Signatures and Effective Date ..................................................................... 12
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Bylaw 1. Organization
1.1 Name. The name of this Sierra Club unit is the Nebraska Chapter of the Sierra Club
(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 as specified from time to
time by the Board, with due consideration of the wishes of Club members residing
therein.
Bylaw 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. Upon petition by 25 members, the ExCom shall call a
membership meeting with at least 14 days written notice to the members stating time and
place to consider subjects specified in the petition. 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 25 Chapter members.
2.4 Election Petitions. Election Petitions. The members may petition for a special election by
obtaining signatures from 5% 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 may be nominated in the same
petition.
Bylaw 3. Executive Committee
3.1 Number. Subject to the powers of the members as provided by these Bylaws, the
management of the affairs and activities of the Chapter shall be in the hands of an
ExCom of 7 members elected by the Chapter membership for terms of 2 years, one
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representative from each Chapter group selected according to the group’s bylaws, and
the Council Delegate ex-officio, with vote. Group representatives may vote and hold any
office except Council Delegate or Alternate. Groups may designate alternates who may
vote in the absence of the representative.
In any election, up to 4 members may be elected for full terms, as long as the size of the
ExCom does not increase as a result and no fewer than 3 terms will expire in any future
year. When filling vacancies in unexpired terms by election, longer terms shall be
awarded to candidates with more votes. The candidates who win the higher numbers of
votes shall receive any available full terms and the others shall receive the unexpired
remainders of the vacated terms.
Members elected may serve an unlimited number of terms in that capacity, except that,
after any three consecutive full two-year terms, that member shall not be again eligible to
serve as a delegate at-large until one year shall have elapsed after the conclusion of the
third such consecutive term. This amendment shall take effect beginning with eligibility
for election in the annual election in 2018.
Members elected shall take office at the close of the last meeting of the year. 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 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 14 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 printed or electronic
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. The ExCom may fill vacancies in its elected membership.
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 written and electronic 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.
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3.4 Vacancies. The ExCom shall have the power to fill a vacancy in any elected or appointed
office. A vacancy in an elected position shall be filled for the remainder of the unexpired
term by vote of the remaining ExCom members.
3.5 Officers. The ExCom, at the first regular meeting following the elections, 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. The ExCom shall have the power to change its officers and to fill a vacancy in
any office.
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 delegates and alternates to the Regional Conservation
Committees (RCC's) 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 ExCom Committees. The ExCom may annually appoint the members of a Steering
Committee, consisting of the Chair, Vice Chair, and one other ExCom member, and may
establish and appoint such other committees of at least two ExCom members as it deems
appropriate. The ExCom may appoint one or more ExCom members as alternate
members of any such committee, who may replace any absent member at any meeting of
the committee. These committees 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 of
the authority so granted. The committees shall keep regular minutes of their proceedings
and report the same from time to time as the ExCom may require. A majority of the
members of each 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 or ex-officio 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
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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 able to
participate fully and simultaneously by means approved by the ExCom.
Any group that does not send a designated representative to any three regularly
scheduled meetings over a 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.
3.11 ExCom Meetings. The ExCom shall hold regularly scheduled meetings at least 4 times
per year at times and places communicated in advance to all Chapter members. ExCom
meetings by conference phone or other electronic means is permitted if adequate notice is
provided and access is open 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 3 ExCom members with advance
notice at least 46 hours by phone, email, or electronic means, 4 days by first class mail,
unless all ExCom members waive this notice requirement.
3.13 Emergency Meetings. A quorum of the ExCom may act in an emergency only when the
Chair determines that quick action is necessary and there is insufficient time to arrange a
Special Meeting, or if prior authorization to so deal with a specified issue has been given
in a meeting, provided in either case that a determined and documented effort has been
made to contact all ExCom members. Any such action must be reported promptly to all
ExCom members and reported and placed in the minutes of its next meeting.
3.14 Absences. Except for group representatives, any ExCom member who misses three
regularly scheduled meetings over any continuous twelve-month period may be
removed from the ExCom by a two-thirds vote of the other ExCom members. The
ExCom shall decide whether to remove a member at any regularly scheduled meeting
following the third missed meeting.
Bylaw 4. Nominations and Elections
4.1 Annual Election. An Annual Election shall be held in the fourth quarter of each year to
choose ExCom members. This election and any special elections shall be conducted by
secret ballot whether paper or electronic mailed or transmitted to all Chapter members of
record at least four weeks before the closing date of the election, and shall be conducted
in such a manner as to ensure facility of voting and tabulation, and secrecy of ballot. The
ballot shall allow each voter to vote for as many candidates as there are positions to be
filled. A voter may not cumulate votes for any candidate.
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The ExCom shall specify the calendar dates and deadlines for appointing the Nominating
Committee (NomCom), production of eligible voter lists, receipt of names for
consideration by the NomCom, receipt of ballot issue petitions, the NomCom report of
names of nominees, receipt of candidate petitions, appointment of the Election
Committee, preparation of ballots, whether paper or electronic, and mailing and/or
transmission dates for ballots allowing at least four weeks for return of the ballots,
receipt of returned ballots, and the date, time and place for counting ballots.
The ExCom shall provide notice in paper and/or electronic newsletters of this schedule
and of the opportunity to nominate candidates by petition to all Chapter members.
4.2 Nominating Committee. A Nominating Committee (NomCom) of at least three Chapter
members, at least one not an ExCom member, none of whom may be a candidate, shall
be appointed annually by the ExCom not later than four months before the designated
closing date of the election. Sufficient opportunity shall be given for Chapter members to
submit names for consideration by the NomCom. The NomCom shall attempt to
nominate at least two more candidates than the number of ExCom members to be
elected, and shall report the nominees' names to the ExCom at least two weeks before the
deadline for submission of nomination petitions and five weeks before the scheduled
distribution of the ballots. Nominees shall be Chapter members who give their consent. If
the NomCom chooses not to nominate a willing candidate, the NomCom shall promptly
inform that candidate of the opportunity to seek nomination by petition.
4.3 Petition Candidates. The name of any Chapter member proposed in writing by at least
15 Chapter members prior to the deadline for submission of petitions, and who gives
consent, shall also be included on the ballot. The nomination petitions shall be retained
until the ballots are destroyed.
4.4 Election Committee. An Election Committee of at least three Chapter members, at least
one not an ExCom member, shall be appointed annually by the ExCom prior to the
scheduled date of distribution of ballots. No candidates may serve on the Election
Committee. The Election Committee shall cause the ballots to be prepared and mailed,
and shall count the returned ballots. Challenges of the conduct of candidates or their
campaigns shall be referred to the Election Committee. Decisions of the Election
Committee may be appealed to the ExCom.
4.5 Mailing Ballots. Ballots shall be distributed by mail and/or electronically to all Chapter
members of record according to the voter list obtained prior to the election.
4.6 Return of Ballots. Ballots shall be returned to the Election Committee as directed in the
ballot instructions. Return of a minimum number of valid ballots shall not be required for
the validity of an annual or special election.
4.7 Counting Ballots. The Election Committee shall count the ballots on the closing date of
the election, or as soon as practical after the closing date of the election. The candidates or
their authorized representatives shall be permitted to be present. The candidates
receiving the highest number of votes shall be elected. Any tie shall be resolved
immediately, first by a recount, then if necessary by lot at the ballot counting. The
Election Committee shall report the results immediately to the Secretary. The Secretary
shall immediately notify the candidates, the ExCom members, and other interested
parties, and shall report the results to the ExCom at its next meeting. The ballots and
nomination petitions shall be retained until their destruction is directed by the ExCom.
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Bylaw 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, electronic mail, and social media.
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 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 Outings Committee.
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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 Action Committee.
Bylaw 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.
6.2 Reports. Each group and section shall submit an annual report of its activities to the
Chapter ExCom.
6.3 Suspension and Dissolution. Dissolution. By 2/3 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.
Bylaw 7. Finances
7.1 Receiving & 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.
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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.
Bylaw 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
ballots 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, but the annual election was held for
fewer members, the ExCom may appoint members or hold a special election to fill the
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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.
8.3 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 January 26,
2013, 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 (Group), and shall
be attached to all reproduced copies.