Santa Lucia Chapter, Sierra Club
July 21, 2004
Approved Date By Title
Chapter Executive Committee 11/1/2000 _______________ Chapter
Chapter Membership 12/22/20001/13/2001 _______________ Council
Sierra Club Bylaws and Standing Rules Committee _____________
Filed by the Office of Volunteer and Activist Services _____________
Table of Contents
1.1 Name 1
1.2 Establishment 1
1.3 Purpose 1
1.4 Boundaries 1
2.1 Members 1
2.2 Powers of Members 1
2.3 Membership Meetings 1
2.4 Election Petitions 1
3. Executive Committee
3.1 Number 2
3.2 Powers 2
3.3 Responsibilities 2
3.4 Vacancies 3
3.5 Officers 3
3.6 Representatives 3
3.7 ExCom Committees 3
3.8 Chapter Committees 3
3.9 Open Meetings 3
3.10 Quorum 4
3.11 ExCom Meetings 4
3.12 Special Meetings 4
3.13 Emergency Meetings 4
3.14 Absences 4
4. Nominations and Elections
4.1 Annual Election 5
4.2 Nominating Committee 5
4.3 Petition Candidates 5
4.4 Election Committee 5
4.5 Mailing Ballots 5
4.6 Return of Ballots 6
4.7 Counting Ballots 6
5. Functions and Services
5.1 Functions 6
5.2 Publications 6
5.3 Conservation Program 6
5.4 Membership Program 7
5.5 Outings and Activities 7
5.6 Political Action 7
6. Groups and Sections
6.1 Groups 7
6.2 Sections 7
6.3 Reports 7
6.4 Suspension and Dissolution.
7.1 Receiving & Expending Funds 8
7.2 Fundraising and Fees for Outings and Activities 8
7.3 Authority Over Deposited Funds 8
7.4 Requirement to Deposit 8
7.5 Delegation of Authority 8
7.6 Prohibitions 8
7.7 Fiscal Year 8
7.8 Books and Reports 8
7.9 Review 8
8. Construction and Amendment
8.1 Interpretation of Bylaws 9
8.2 Amendment 9
8.3 Signatures and Effective Date 9
Bylaw 1. Organization
1.1 Name. The name of this Sierra Club
unit is the Santa Lucia 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
2.3 Membership Meetings. Upon petition
by 25 members, the ExCom shall call a membership meeting
with at least 21 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 5 percent of
the Chapter members.
2.4 Election Petitions. Election Petitions.
The members may petition for a special election by obtaining
signatures from 15 percent 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 3 years, one 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 3 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 2 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.
An executive committee member after having
served two full consecutive three-year terms shall not be
eligible for reelection to the executive committee for a
period of one year
Members elected shall take office at the
last meeting of the year, just prior to adjournment. 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 21 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
The ExCom may fill vacancies in its elected
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.
A vacancy in an elected position shall be filled for the
remainder of the unexpired term by vote of the remaining
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 3 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 ExCom Committees. Omitted.
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
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
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 at least one week’s notice, 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 written ballot mailed 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.
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, printing
and mailing 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 written notice
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 mailing 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 25 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
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 mailing 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 mailed
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
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.
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 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 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.
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.
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.
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
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.
6.3 Reports. Each group and section shall
submit an annual report of its activities to the Chapter
6.4 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.
Such fees may include both direct and
indirect costs and provide for operating reserves. Announcements
of fundraising events shall indicate the intended use of
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
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
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 mail 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 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 1, 2001, 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