(Adopted - Nov. 1982)
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1.1 Constitution
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The Tehipite Chapter of the Sierra Club is constituted by action [ ] of the Board of Directors of the Sierra Club on March 2, 1953, in accordance with and subject to the provisions of the bylaws of the Sierra Club |
1.2 Organizational Status
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This chapter is an integral part of the Sierra Club and is governed by its bylaws. It is not a separate legal [entity]. |
1.3 Boundaries
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The territorial boundaries of this chapter shall be as specified from time to time by the Board of Directors, with due consideration of the wishes of members of the Sierra Club residing within the proposed boundaries, and shall consist of all of Fresno, Madera, Mariposa, and Merced Counties, and all of Yosemite National Park including that portion of Tuolumne County therein, and all of Tulare County north of the fourth standard parallel (Avenues 384 and Elkhorn) including Kings Canyon National Park but excluding Sequoia National Park. |
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1.4 Members
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The members of this chapter shall be those members of the Sierra Club in good standing who reside within the territorial limits of the chapter, except as otherwise provided in the bylaws of the Sierra Club. |
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1.5 Purposes
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The purposes of the Tehipite Chapter are to foster within its territorial limits the purposes of the Sierra Club as provided by its Articles of Incorporation; and, in particular, to educate its members and others in the knowledge and appreciation of the mountain, forest, desert, seashore, and other natural features of the country, and the means of preserving them. |
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ARTICLE II - EXECUTIVE COMMITTEE
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2.1 Numbers
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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 executive committee of elected and designated members. Eight members shall be elected by the members of the chapter for terms of two years each, four to be elected in odd-numbered years and four in even numbered years. In addition, each regional group may designate one member of the chapter executive committee and an alternate for its delegate, who may vote in the absence of the delegate. |
2.2 Ex-Officio Members
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The chairs of the conservation and membership committees as well as Sierra Club council and NCNRCC delegates and alternates shall serve as ex-officio members of the executive committee, without vote, if not already members. |
2.3 Assumption of Office
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Members elected to the committee shall take office at the close of the last regularly scheduled meeting of the calendar year, if after the election, otherwise at the beginning of the first regular or special meeting of the new calendar year, which much then occur in January. They shall hold office until their successors have been elected. |
2.4 Creation of a Vacancy
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Resignation, recall in an election, death , physical or mental incapacity, or absence without valid excuse of a member from three consecutive, regularly scheduled meetings of the committee shall create a vacancy. Incapacity or invalidity of excuse shall be determined by unanimous vote of the remaining members of the executive committee present at the next regularly scheduled meeting. |
2.5 Filling a Vacancy
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A vacancy in an at-large position in the committee shall be filled by vote of the remaining members of the executive committee until the vacancy can be filled by the electorate in the next general election. However, if the vacancy occurs within four months of the closing date of the next general election the position shall be filled for the remainder of the unexpired term except as provided when the vacancy results from recall in a special election. |
2.6 Term Limitation
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No chapter member shall serve more than two consecutive terms on the executive committee, nor may such member be appointed to a vacancy on the committee until that person has been off the committee for one year. Ex-officio membership has no such limitation. |
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2.7 Authority
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Only the executive committee, or those specifically authorized by it, shall act in the name of the chapter. Actions of the chapter must be consistent with the purposes of the club and the policies and directives of the Board of Directors. The committee shall have the authority to make rules and regulations for carrying out the procedures established by these bylaws. |
2.8 Appeal Procedure
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If any dispute arises concerning any act of the executive committee, the Sierra Club Council shall have the power to determine the procedures to be followed. |
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2.9 Meetings
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Business of the executive committee is normally to be conducted at regularly scheduled meetings held at least quarterly at times and places specified by the executive committee. This information shall be announced in advance to members of the chapter through the chapter newsletter. Special meetings, if necessary, may be called by the chair, or any three members of the committee, with due notice given to all the voting members of the committee. |
2.10 Open meetings
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All meetings of the committee shall be open to attendance by any member of the club in good standing, except that the committee may, upon a majority vote, convene in private session for hearings or discussion of a sensitive nature (such as legal or personnel matters), but shall take no vote except in open session. Nonmembers of the club may attend executive committee meetings at the request of an executive committee member, subject to agreement of a majority of the executive committee. Additionally, the executive committee may elect to have non-members attend only part of the meeting. |
2.11 Quorum
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The number of members that shall constitute a quorum for the transaction of business by the executive committee shall at least equal 50% of the [at-large] members in office and 25% of the representatives of regional groups with designated representatives. Regional groups that fail to designate delegates to the chapter executive committee and ex-officio members are not counted in the determination of the quorum. If there are no designated representatives from the groups, than a majority of the [at-large] members in office shall constitute a quorum. |
2.12 Action
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A quorum of the executive committee is required for the transaction of business. When quick action is necessary, a quorum of the committee may act without a formal meeting provided a determined and documented effort has been made to contact all the voting members of the committee. Also, where an important opportunity may be lost unless acted upon immediately, and a quorum cannot be accomplished, the members present can, at their own risk, act in an emergency with the hope that their action will be ratified at a later meeting at which a quorum is present. Any such irregular action must be reported to all voting members of the committee at the first opportunity and reported at the next meeting of the committee and its minutes. |
2.13 Voting
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Except as provided elsewhere in these bylaws, all actions of the executive committee shall be determined by the majority vote of those present and voting, except that the vote by communication of an absent member may also be counted. |
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ARTICLE III - EXECUTIVE COMMITTEE OFFICERS AND REPRESENTATIVES
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3.1 Officer Appointment
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The executive committee, at its first meeting upon assumption of office, shall elect from its membership the following officers, who shall be officers of the chapter: a chair, a vice-chair, a secretary, and a treasurer. The duties of the offices of secretary and treasurer may, in the discretion of the committee, be combined. The duties of the officers shall be those which are customary for their respective offices. |
3.2 Notice to National Sierra Club
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Notice of the officers and appointees of the chapter shall be provided to the Sierra Club Council or its designees by the end of January and as changes occur. |
3.3 Power to Change
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The committee shall have the power to change its officers and to fill its vacancies. |
3.4 Temporary. Chair
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In the absence of the chair and the vice-chair, the members of the committee shall elect a temporary chair from their number. |
3.5 Assistant Ex-Com Officers
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The committee may appoint an assistant secretary and an assistant treasurer who shall be members of the chapter but need not be members of the committee. The committee shall prescribe their duties. |
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3.6 Council Delegate Selection
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The executive committee shall at its organizational meeting appoint a chapter delegate to the Sierra Club Council and an alternate, from among its members who have been elected to the committee in a regular or special election. Alternatively, the executive committee may direct that the delegate [and/or] alternate be chosen in the annual election, and direct the nominating committee to present the name of at least one but not more [than] three candidate(s) for each, a member of the chapter who gives consent, for the ballot. Nominations for Council delegate by petition using the same procedure as for executive committee elections are also permitted when the selection is made by election. |
3.7 Council Vacancies
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If a Sierra Club Council vacancy occurs, the executive committee may choose to appoint a delegate and/or alternate from its elected members and/or hold a special election. |
3.8 NCNRCC Delegate Appointment
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The executive committee shall appoint delegates and alternates to the Northern California and Nevada Regional Conservation Committee (NCNRCC) from among members of the chapter, as provided in the bylaws of the RCC. The representatives shall be appointed at the annual organizational meeting, or at the following meeting, and [shall] serve until their successors are appointed. |
3.9 Reports
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Delegates or alternates shall report to the executive committee at its next meeting after the Council or RCC meetings they attend. |
3.10 Power to Change
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The committee shall have the power to change its appointed representatives at any time. |
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4.1 Committee Creation and Term of Office
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Standing committees and special committees shall be established by the executive committee for such objectives as it may designate within the purposes of the club and chapter. Standing committees shall be appointed annually at the organizational meeting or the following meeting. Failure to appoint a committee at such time shall result in the discharge of any committee not mandated by these bylaws. Standing committees shall at least include a conservation, a membership, and an outings committee. Special committees are discharged at the completion of their term as specified in their charters. |
4.2 Committee Membership and Officers
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Any member of the [chapter] in good standing shall be eligible for appointment to a committee, except for limitations on the membership of the nominating and election committees as provided in these bylaws. Members of the committee shall be appointed by the executive committee and shall serve until discharged. The chair of each committee shall be designated by the executive committee at the time of the committee's appointment. The respective committees may designate from their number such other officers as they may require. |
4.3 Ex-Com Control
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Executive committee may at any time add members to a committee, recall or replace any of its members. Committees not mandated by these bylaws may be discharged by the executive committee at any time. |
4.4 Ex-Officio Membership
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The chair of the executive committee, or another member of the executive committee substituted by the chair temporarily or regularly, shall be an ex-officio member of each committee, except the nominating and election committees, and with the right to vote. |
4.5 Open Meetings
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All meetings, except the nominating committee meetings, shall be open to all members in good standing. Non-club members may attend meetings at the discretion of the committee chair. |
4.6 Voting
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All committee actions shall be by majority vote of those members present and voting. |
4.7 Reporting
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The chair of each committee shall regularly report to and consult with the executive committee. Each committee shall submit an annual report to the executive committee. |
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4.8 Conservation Committee
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The conservation committee of the chapter shall further the conservation objectives of the club within chapter boundaries, assist regional and national club actions, and supervise specific conservation action programs as authorized by the executive committee. The conservation committee, or the executive committee, may create issue and action committees which report to the conservation committee, and/or to the executive committee as required. |
4.9 Membership Committee
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The membership committee of the chapter shall maintain a roll of current members, shall assist in national efforts to recruit and retain members, and shall be responsible, under the direction of the executive committee, for recruiting new members and for welcoming new members and encouraging them to participate in club and chapter activities. If desired, hospitality or other committees may be appointed to serve some of the above functions. |
4.10 Outings Committee
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The outings committee of the chapter shall be responsible for arranging, conducting, publicizing, and administering the chapter outings program in accordance with the direction of the chapter executive committee, and the outings goals and policy of the Sierra Club. |
4.11 Nominating Committee
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The nominating committee of the chapter shall, under the guidelines set up by the executive committee of the chapter, and the bylaws of the Sierra Club and this chapter, select the most qualified candidates for the election to club offices as provided in these bylaws. |
4.12 Election Committee
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The election committee of the chapter shall, under the guidelines set up by the executive committee of the chapter, and the bylaws of the Sierra Club and this chapter prepare, hold, and certify elections conducted under these bylaws. |
4.13 Chapter Newsletter
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The executive committee shall also arrange for the publication, at least quarterly of a chapter newsletter, to be distributed to all members of the chapter, giving notice and reporting proceedings of the executive committee, chapter meetings, nominations, elections, outings, and other news. The executive committee shall annually appoint an editor for the newsletter, to serve at the pleasure and direction of the committee until a successor is appointed. It is understood that a portion of the dues allocated to the chapter by the Board of Directors is intended to assist in the publication of the newsletter. |
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ARTICLE V - SPECIAL ACTIVITIES AND GROUPS
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5.1 Activities Section Formation
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Chapter members interested in special activities consistent with the purposes of the club, such as natural history, rock climbing, or skiing, or in promoting activities consistent with the purposes of the club which are particularly appropriate for subsets of club membership, such as juniors, students, singles, young families, or senior citizens, may form sections within the chapter for the encouragement and pursuit of these activities, subject to regulations approved by the executive committee. |
5.2 Reports
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Special activities sections shall consult with the chapter executive committee when appropriate, and shall submit an annual report on their activities to the chapter executive committee. |
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5.3 Group Formation
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Groups of chapter members residing in a contiguous geographical region within the territorial boundaries of this chapter may form regional groups, subject to rules and regulations specified by the executive committee and by the Sierra Club Council. |
5.4 Group Officers and Representatives
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Such groups shall elect their own officers and may designate a representative to the chapter executive committee. This representative shall have the same rights and responsibilities as other members of the executive committee, except for not being eligible for appointment as chapter chair or Sierra Club Council. The group may also designate an alternate for its representative to the chapter executive committee who shall have the right to vote in the absence of the representative. |
5.5 Reporting
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Regional groups shall consult with the chapter executive committee when appropriate, and shall submit an annual report on their activities to the chapter executive committee. |
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ARTICLE VI - NOMINATIONS AND ELECTIONS
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6.1 Annual Election
Special Elections
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An election to choose members of the executive committee and other delegates and representatives elected by the membership of the chapter shall be held annually, during November, with a closing date for receipt of the ballots specified by the executive committee no later than the end of November. In addition, special elections on any subject within the province of the chapter may be held either by direction of the chapter executive committee, the Sierra Club Council, the Board of Directors, or upon petition to the executive committee signed by 10% or twenty five, whichever is greater, of the members of the chapter. |
6.2 Appointment of Nominating Committee
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A nominating committee of at least three members of the chapter, shall be appointed and contacted by the executive committee annually, no later than May. No voting member of the executive committee or candidate to such office may serve on the nominating committee. |
6.3 Notice of Nominating Process
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Sufficient opportunity shall be given for members of the chapter to submit names for consideration by the nominating committee. Notice of this, and of the opportunity to nominate candidates by petition, shall be given in the chapter newsletter. |
6.4 Nominating Committee Report
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The nominating committee shall nominate candidates whose number shall exceed by two, but not by more than two times, the number of members of the executive committee to be elected; and shall report their names to the executive committee and in the chapter newsletter at least two months in advance of the scheduled mailing of ballots. Nominees shall be members of the chapter in good standing who give their consent. |
6.5 Nomination by Petition
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The name of any member of the chapter proposed in writing by two percent of the chapter membership, and who gives consent, shall also be included on the ballot, provided that the petition and statement of consent are received by the election committee, or the chapter secretary (who shall forward it to the election committee in a timely manner), at least ten days in advance of the scheduled mailing of ballots. |
6.6 Elections to Fill Vacancies
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When executive committee vacancies, or notification of intent to resign before serving the full term, occur within the first year of the two year term and prior to four months of the closing date of the general election, the nominating committee shall select additional candidates for each additional position to be filled subject to the limits imposed in these bylaws. The position(s) shall be filled for the remainder of the unexpired term(s) by the candidate(s) receiving the highest number of votes after the four regularly elected positions. |
6.7 Election Committee Appointment
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[An] election committee of not less than three members of the chapter shall be appointed by the executive committee at least 14 days prior to the scheduled date of mailing of ballots. No nominees or executive committee incumbents may serve on the election committee. |
6.8 Ballot Scheduling
Ballot Preparation and Balloting
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The annual election, as well as all special elections, shall be conducted by written ballot, mailed to all members, at least three weeks before the closing date of the election, and shall be conducted in such manner as to insure facility of voting and secrecy of ballot.
The election committee shall cause these ballots to be prepared and mailed as scheduled. 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 committee shall hold the returned ballots unopened until the closing hour of the election.
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6.9 Election Certification
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The election committee shall count the ballots on the closing date of the election, or the first convenient date within the following week. The candidates receiving the highest number of votes shall be elected. Any tie shall be resolved by lot, in the presence of the candidates or [their] authorized representatives. The election committee shall immediately notify the candidates of the results of the election, and shall make the information available to any chapter member who requests it. The election committee shall report the results to the executive committee at its next regular meeting. The ballots shall be retained by the chapter secretary until their destruction is directed by the executive committee. |
6.10 Petition Circulation
Signature Verification
Special Election Ballots and Scheduling
Balloting and Certification
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This shall be the means by which [an] executive committee member may be recalled or a petition circulated. The petition shall be submitted to the executive committee, and this date shall become the date of initiation of the petition. The format of the petition; as it is circulated to chapter members, must be identical to that submitted to the executive committee. The circulators of the petitions have 90 days from the date of initiation to obtain the proper number of valid signatures. The petition must contain valid signatures of chapter members, the date the member signed the petition, and the member's Sierra Club membership number.
At the end of 90 days, or sooner, the petition must be turned over to the chair of the membership committee who,along with the committee, is to determine that all signatures are of Tehipite Chapter members who were members of the chapter on the date of the initiation of the petition. The membership committee shall report the date that the petitions were handed to them at the next regular committee meeting, and the membership committee shall have ten days from receipt to verify their authenticity, and shall submit the verified forms to the executive committee.
The executive committee shall have fifteen days from the receipt of the petitions from the membership committee to prepare and mail a ballot, except whenever possible, and if a delay of not more than two months is entailed, special elections should be held in conjunction with the annual election. This ballot shall reflect the identical wording of the petition as it was circulated to the membership.
The membership shall have the ballot for 21 days, and the same procedure for tallying the votes that is followed in all chapter elections shall be followed in this election. A majority of those voting is required to establish chapter policy or to recall an executive committee member.
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6.11 Elections To Fill Recall Vacancies
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Vacancies created by the recall election process shall be filled for the remainder of the unexpired term in a special election, held within three months of the recall, using the same procedures as for the annual election. The time periods for the various election procedures in this special election shall be specified by the executive committee of the chapter. |
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7.1 Call for General Meetings Procedures
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General meetings of the chapter membership at large may be called, with appropriate note to the membership stating time, place, and purpose, either by the chapter executive committee, or upon petition to the executive committee signed by 25 or more members of the chapter for a meeting to consider specified subjects. At a meeting called by petition only such subjects as are stated in the petition may be considered. At least one regular general meeting shall be scheduled each calendar quarter. |
7.2 Meeting Chair
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If the chair and the vice-chair of the chapter are both absent at a meeting and the executive committee has not designated an acting chair, the members shall elect a temporary chair. |
7.3 Powers
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No binding action may be taken at a meeting of the chapter, but resolutions addressed to the executive committee of the chapter, the Sierra Club Council, or to the Board of Directors of the club may be adopted. The proceedings of a chapter meeting shall not be publicized except through the executive committee of the chapter or the Board of Directors. |
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8.1 Receiving Funds
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The chapter is entitled to receive from the club a portion of the dues collected from the membership, in a manner specified by the Board of Directors, but the chapter itself may not assess or collect dues from its members, or charge its members for subscriptions to the chapter newsletter. The chapter may also receive funds allotted by the Board of Directors for specific purposes. The chapter may receive contributions directly but, since the chapter is an entity of the club, its expenditure of such contributions shall be consistent with any policy and instructions of the Board of Directors. |
8.2 Fund Raising
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Consistent with the policies of and limitations specified by the Board of Directors and Sierra Club Council, the chapter may conduct fund-raising and other activities, which require members, as well as others, to pay a fee in order to participate. |
8.3 Outings
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Chapter recreational outings and social events shall be conducted on an independent financial basis, except insofar as they are used as a net fund raising activity, as authorized by the executive committee in accord with Board of Directors and Council policy. Chapter funds shall not be available for recreational outings and social events, except as they are derived from them; however the executive committee may authorize the treasurer to make advances for the purposes of such events. |
8.4 Special Events and Lodges
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The executive committee may authorize committees in charge of special events, and committees in charge of lodges, to make expenditures for related purposes out of monies collected in connection with these activities, but in such cases the balance shall be periodically deposited with the treasurer accompanied by [a] statement showing the full amount of receipts and the details of disbursements. The treasurer may make advances to committees for special purposes and for a revolving fund for lodge operations. |
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8.5 Bank Accounts
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The executive committee shall have authority to open bank accounts and to regulate withdrawals therefrom. Bank accounts shall be in the name of the chapter, its groups, sections or committees, and shall be under the jurisdiction and responsibility of the treasurer of the chapter, who shall annually report the status of such accounts to the executive committee. |
8.6 Requirement to Deposit
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Unless otherwise specified by the chapter executive committee or Board of Directors, all monies received by entities of the chapter shall be deposited with the treasurer of the chapter. The treasurer shall deposit all monies received in a bank account, from which it shall be withdrawn only in accordance with regulations prescribed by the executive committee. |
8.7 Delegation of Authority
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The expenditure of all chapter funds shall be at the discretion of the chapter executive committee. However, the committee may delegate financial authority, subject to these bylaws and club bylaws, to chapter entities, but it retains responsibility and control. Any such entity must provide regular and satisfactory accounting to the chapter treasurer and to the chapter executive committee. |
8.8 Prohibitions
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Neither the chapter nor any entity thereof shall have the authority to borrow money or own real estate. Neither shall they enter into contract, or otherwise incur indebtedness above the amount of the unencumbered balance in the bank accounts and cash on hand appropriated therefor, without express approval in advance by the Board of Directors. |
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8.9 Fiscal Year
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The fiscal year of the chapter shall coincide with the fiscal year of the Club. |
8.10 Books & Reports
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The treasurer shall keep proper books of account, and annually, and at such other times as may be required by the executive committee, submit a report of revenues and expenses and the financial position of the chapter and its entities. The treasurer shall report to the executive committee the financial position of the chapter at least once in each quarter. |
8.11 Audit
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As soon as practical after the close of the fiscal year, the executive committee shall cause an audit to be made of the accounts and shall render a financial report to the Board of Directors, which shall include the status of all entities of the chapter. |
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ARTICLE IX - CONSTRUCTION OF BYLAWS
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9.1
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All questions as to the construction or meaning of these bylaws are first to be referred to the chapter executive committee for decision. Appeals from such a decision may be taken to the Sierra Club Council, thence to the Board of Directors at their discretion. The decision of the highest of these entities which chooses to act shall be final. All procedures not prescribed by these bylaws or the bylaws of the club shall be governed by the current edition of Robert's Rules of Order. |
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10.1
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[These] bylaws are fundamental and shall not be added to, amended or repealed except by a 2/3rds vote of the chapter executive committee and a 2/3rds vote of all mail ballots cast in an annual or special election, followed or preceded by approval of the Sierra Club Council. However, with a 2/3rds vote of the chapter executive committee and approval of the Sierra Club Council these bylaws may be changed to remain consistent with changes in club bylaws, boundaries or organizational structure. |
These bylaws were prepared by the Tehipite Chapter Bylaws Review Committee appointed by the chapter executive committee on December 16, 1981. The new revision was prepared at the request of the National Club because of a 1980 revision of the California Non-Profit Corporation Code. The initial membership included Nancy Whitmore, Barbara Melton, and Ron Stork who served as chair. Shortly afterward, Barbara resigned from the ex-com and other chapter duties. Helen Schulz and George Whitmore were added to the committee in 1982 and served during the period of its productive deliberations.
Submitted by the Bylaws Review Committee to the chapter executive committee at the September 8, 1982 executive committee. The bylaws were approved by unanimous vote at that meeting. The bylaws were then submitted to the Sierra Club Council's committee on chapters and groups.Approved by the Sierra Club Council (minutes 11/17/87) - Approved by the chapter voters in the November 1982 ballot election.
Chapter Council Delegate Doug Harwell reported that only conditional approval was granted (telephone poll procedures were judged to require amplification). The chapter bylaws review committee requested that the Committee on Chapters and Groups reconsider the conditional approval (12/30/82).
National Chapter and Groups Committee asked that Tehipite Chapter be prepared to discus our 12/30/82 request at the 5/6/83 Sierra Club Council Meeting. However, no contact was made at the Council meeting.
Communication from the Committee on Chapters and Groups continued to show unconditional Council approval (2/12/83). In view of this communication, the chapter Bylaws Review Committee was dissolved (3/16/84).
John Rasmussen - August 6, 1988 - Retyped and formatted from Ron Stork's disk.
John Rasmussen - March 4, 1990 - Converted to Microsoft® Word for WindowsTM.
John Rasmussen - February 9, 1997 - Convert to HTML for Tehipite Chapter World Wide Web Pages.
