Bylaws
Pennsylvania Chapter, Sierra Club
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Pennsylvania Chapter Sierra Club Bylaws
1.1 Name
2.1 Members
3.1 Number
4.1 Annual Election
5.1 Functions
6.1 Groups
7.1 Receiving & Expending Funds
Bylaw 1. Organization1.1 Name. The name of this Sierra Club unit is the Pennsylvania 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. Membership2.1 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 100 members, the ExCom shall call a membership meeting with at least 30 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 100 Chapter members. 2.4 Election Petitions. Election Petitions. The
members may petition for a special election by obtaining signatures
from 5 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 six members elected by the Chapter membership for terms of two years, representatives from each Chapter group selected according to these Bylaws and any additional provisions in group 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 three 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 three 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. Each Group of the Chapter shall annually designate one member
as a representative to the
Chapter Executive Committee. In addition, each Group the membership
of which exceeds 15 % of the Chapter membership shall annually
designate one additional representative to the Chapter Executive
Committee for each additional 15 % segment, or portion thereof,
that its membership represents of the Chapter membership. For
purposes of determining the number of Group Representatives, the
Chapter and Group membership shall be based upon the Sierra Club
membership list used for the annual election. It will be assumed
that a Group has designated its Chair as its representative unless
the Chair is an elected member of the Executive Committee or the
Group has specifically designated otherwise. A Group may designate
alternates for its representative/s, who may vote in the absence
of the representative/s. A Group may change its designated representative/s
and alternates at any time.
Members elected shall take office at the first 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 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 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 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 ExCom members. 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 ExCom Committees. The ExCom shall annually
appoint the members of a Steering Committee, consisting of the
Chair, Vice Chair, and three other ExCom members, 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 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 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 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 five 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 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 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 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
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 compliance guidelines. 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 ExCom. 6.4 Suspension and 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 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 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 when the signed copy is filed at the principal office of the Sierra Club. A copy of the signature page shall be returned to the Chapter, and shall be attached to all reproduced copies.
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