Bylaws
| Item |
Bylaw Text |
Club
Bylaw
or SR |
| 1. |
Organization. |
| 1.1 |
Name. The name of this Sierra
Club unit is the Woods & Wetlands Group of the Illinois Chapter of
the Sierra Club (Club). |
8.1, 8.3 |
| 1.2 |
Establishment. This Group
is established by action of the Executive Committee of the Chapter (Chapter
ExCom), and is governed by these Bylaws, consistent with the provisions
of the Bylaws and Standing Rules of the Club, the Bylaws of the Chapter,
by applicable law, and by the policies and directives of the Board. This
Group is an integral part of the Sierra Club and the Chapter and is not
a separate legal entity. |
8. |
| 1.3 |
Purpose. The purpose of this
Group is to foster within its territorial limits the purposes of the Club.
The group is authorized to undertake activities that are consistent with
the purposes of the Club and are not prohibited by the Chapter or by the
Board by a general rule applicable alike to all chapters. The Group shall
act on questions of public policy only in pursuance of Chapter and Board
policies or in a manner consistent with them. |
2, 8.8. |
| 1.4 |
Boundaries. The territorial
boundaries of this Group shall be as specified from time to time by the
Chapter ExCom, with due consideration of the wishes of Club members residing
therein. |
8.1, 8.3. |
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| 2. |
Membership. |
| 2.1 |
Members.Group members shall
be those Club members of record who reside within the Group boundaries,
except that upon written application to the principal office of the Club,
a member may join any chapter and any group within that chapter. No member
shall belong to more than one chapter and group. Only Group members may
vote or hold Group office. Only Sierra Club members in good standing may
act on behalf of the Group. |
8.5 |
| 2.2 |
Powers of Members.
By voting in annual or special elections, members shall elect and may recall
members of the Group Executive Committee (ExCom) and may determine Group
policy. Through petition, members may require the ExCom to call membership
meetings. |
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| 2.3 |
Membership
Meetings. Upon petition by 20% of the 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 5% the Group members. |
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| 2.4 |
Election Petitions.
The members may petition for a special election by obtaining signatures
from 1% or more Group 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. |
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| 3. |
Executive
Committee (ExCom). |
| 3.1 |
Number. Subject to the powers
of the members as provided by these Bylaws, the management of the affairs
and activities of the Group shall be in the hands of an ExCom of 7 members
elected by the Group membership for terms of two years.
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 shall take office at the first meeting
following the counting of the ballots.
If not otherwise members of the ExCom, the Secretary and Treasurer shall
serve as non-voting members. |
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| 3.2 |
Powers. Only the ExCom or those
specifically authorized by it or its designees shall act in the name of
the Group. 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 Chapter ExCom shall have the power
to determine the procedures to be followed. Group actions must be consistent
with Club purposes and the policies and directives of the Chapter ExCom
and the Board or its designees. |
8.8. |
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The ExCom may call meetings of the Group membership at large
with 14 days written notice to the membership stating time, place, and
subjects to be considered. Notices shall be published in a Group or Chapter
newsletter or other publication provided to all members.
The ExCom may call and conduct special elections in accordance with
these bylaws. |
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The ExCom may establish and dissolve sections and committees
as provided in these Bylaws.
The ExCom may appoint and remove Group officers, representatives, and
committee members at any time.
The ExCom may fill vacancies in its elected membership. |
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| 3.3 |
Responsibilities.
The ExCom shall assure that the activities and services provided for the
benefit of the members by the Group and its sections and other entities
comply and are consistent with these Bylaws and any Group Standing Rules,
policies and directives of the Chapter or 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. |
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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. |
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| 3.5 |
Officers. The ExCom shall
elect from its members the following officers, who shall also be Group
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 Group officers
it considers necessary, including the Secretary and Treasurer. All such
officers shall be Group 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 Group members.
Notice of the officers and appointees of the Group shall be provided
to Chapter headquarters annually upon selection, or as required by the
Board or its designees. |
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| 3.6 |
Representatives. The
ExCom shall elect from among its members a voting Group Representative
and Alternate to the Chapter ExCom.
The ExCom may instruct representatives and alternates before each Chapter
ExCom meeting. Representatives or alternates shall report to the ExCom
after each such meeting. |
7.1. |
| 3.7 |
Committees. The ExCom may
establish and dissolve standing and special committees for such objectives
as it may set. Subject to ExCom approval, the Group Chair shall appoint
committee members from among Group members. The Group 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. |
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| 3.8 |
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. |
5.14. |
| 3.9 |
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. |
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| 3.10 |
ExCom Meetings. The
ExCom shall hold regularly scheduled meetings at least 10 times per year
at times and places communicated in advance to all Group members. |
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| 3.11 |
Optional |
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| 3.12 |
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. |
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| 3.13 |
Absences. Any ExCom member
who misses three regularly scheduled meetings over any continuous twelve-month
period without being excused for good cause by the Chair shall be automatically
removed from the ExCom. The ExCom may reinstate the member by majority
vote. |
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| 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 Group 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, 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 Group members. |
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| 4.2 |
Nominating Committee.
A Nominating Committee (NomCom) of at least three Group 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
Group 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 Group 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. |
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| 4.3 |
Petition Candidates.The
name of any Group member proposed in writing by at least 1% Group 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. |
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| 4.4 |
Election Committee.
An Election Committee of at least three Group members, at least one not
an ExCom member, shall be appointed annually by the ExCom prior to the
scheduled date of mailing of ballots. Alternatively, the Group ExCom may
designate the Chapter Election Committee as Election Committee for the
Group. 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. |
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| 4.5 |
Mailing Ballots. Ballots
shall be mailed to all Group members of record according to the voter list
obtained prior to the election. |
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| 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. |
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| 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. |
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| 5. |
Functions
and Services. |
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| 5.1 |
Functions. The Group shall
provide functions and services required by the Board, its designees, the
Chapter ExCom, or the Group members. The ExCom shall define from time to
time the methods and procedures by which these functions and services shall
be delivered. |
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| 5.2 |
Publications. The ExCom
shall arrange for Group publications to be distributed regularly by print
or electronic means to all Group members, giving notice and reporting proceedings
of the ExCom, Group meetings, elections and other news, including announcements
of social events and outings. This requirement may be satisfied by use
of a chapter publication. |
4.5 |
| 5.3 |
Conservation Program. The
Group Conservation Program shall further the conservation objectives and
priorities of the Club within Group 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. |
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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. Groups may adopt
language requiring, in addition to the Conservation Chair, a Conservation
Committee to manage the Group's Conservation Program. (See note to 5.1
above.) If a Committee is so required, the bylaw should note that the ExCom
shall appoint the committee chair and members. It may include that the
conservation chairs or designees of other entities designated by the ExCom
shall be members ex-officio. |
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The program shall be coordinated with other Club entities.
Group leaders shall not make a statement or take a position publicly that
is contrary to a policy or position established by the Chapter ExCom, 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. |
[SR 1-1-7] |
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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. |
[SR 2-1-1] |
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The Conservation Program shall provide an opportunity for
sections, other group 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. |
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| 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 Group activities. |
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| 5.5 |
Outings and Activities.
The Group ExCom shall manage any outings and activities programs in cooperation
with any group subentities 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. |
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| 5.6 |
Political Action.
The Group'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 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. |
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| 6. |
Group
Sections. |
| 6.1 |
Sections. With ExCom approval,
Group members interested in special activities consistent with Club purposes,
or other appropriate subsets of Group 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 Group ExCom. |
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| 6.2 |
Reports. Each section shall
submit periodic accounts of its activities to the Group ExCom. |
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| 6.3 |
Suspension and
Dissolution. By 2/3 vote the Group ExCom members present at a regular
or special meeting may suspend or dissolve a 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 Group. Suspension or dissolution shall only take place after written
specification of the grounds for the proposed action are furnished to the
members of the section affected and to the Chapter ExCom or its designees.
At the same ExCom meeting, Group members shall have an opportunity to comment
on the proposed action.
Upon dissolution, all remaining assets of the dissolved section shall
revert to the Group.
As an alternative to dissolution, the Group ExCom may require new elections
to be held for section office. |
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| 7. |
Finances. |
| 7.1 |
Receiving &
Expending Funds. The Group may receive funds from Club entities and
may receive contributions directly. The Group may not assess or collect
dues from its members. Expenditures shall be consistent with all rules,
policies and directives of the Board and its designees. |
8.6. |
| 7.2 |
Fundraising and Fees
for Outings and Activities. Consistent with rules, policies and directives
of the Chapter ExCom and the Board or its designees, the Group 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. Fundraising events shall be clearly announced and indicate the
general intended use of the proceeds. |
8.6. |
| 7.3 |
Authority
Over Deposited Funds. The ExCom shall have authority over all funds
deposited in accounts in the name of the Group 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 Group
ExCom officer, generally the Treasurer or Chair. |
SR 10-2-1. |
| 7.4 |
Requirement to Deposit.
Unless otherwise specified by the ExCom or the Board or its designees,
all monies received by Group entities shall be deposited promptly in an
account bearing the name of the entity, the Group, and of the Sierra Club. |
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| 7.5 |
Delegation of Authority.
The ExCom may delegate financial authority to Group entities. The Group
shall retain responsibility and control. Group entities must provide satisfactory
accounting at least quarterly to the Group Treasurer, including all reports
required to satisfy Club requirements and applicable laws. |
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| 7.6 |
Prohibitions. The Group
and its entities may not borrow money, own real estate, or contribute from
its general funds to political campaigns, candidates or their parties. |
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| 7.7 |
Fiscal Year. The fiscal
year of the Group shall coincide with that of the Club. |
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| 7.8 |
Books and Reports.
The Group Treasurer shall keep proper books of account, and shall report
balances, revenues, and expenses of the Group and its entities to the ExCom
at least quarterly, and to the Chapter Treasurer or designee at the end
of the fiscal year. The Group 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. |
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| 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 Group entities. The results of
the review shall be submitted to the ExCom for their approval. |
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| 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 Group ExCom for decision. Appeals
from such decisions may be taken to the appropriate level, as established
by rules of the Chapter ExCom and 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 Group, shall be governed by
the current edition of Robert's Rules of Order, newly revised. |
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| 8.2 |
Amendment. These Bylaws are
fundamental and shall not be added to, amended or repealed except by a
two-thirds vote of the Group 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 Group ExCom, and before they are submitted to a vote
of Group members, they shall be submitted to the Chapter ExCom or its designees
and 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 with the Secretary of
the Chapter and at the principal office of the Sierra Club. |
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| 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 February 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 Group, and shall be attached to all reproduced
copies. |
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