[ Current Bylaws ]
Adopted 21 February 1985
Bylaw 1: Organization and Membership
Section 1: Organization
This Group is constituted by action of the Executive Committee of the Georgia Chapter of the Sierra Club in accordance with and subject to the provisions of the Bylaws of the Sierra Club. This Group is an integral part of the Sierra Club and of the Georgia Chapter and is governed by their Bylaws; it is not a separate legal entity.
The name of this Group is the Metro Atlanta Group of the Georgia Chapter of the Sierra Club.
The territorial boundaries of this Group shall be as specified from time to time by the Executive Committee of the Chapter, with due consideration of the wishes of the members of the Sierra Club residing within the proposed boundaries.
The purposes of this Group are to foster within its territorial limits the purposes of the Sierra Club, as stated in its Bylaws.
Section 2: Membership
The members of this Group shall be those members of the Sierra Club in good standing who reside within the territorial limits of the Group, except as otherwise provided in the Bylaws of the Sierra Club.
General meetings of the Group membership at large may be called, with appropriate notice to the membership stating time, place, and purpose, by the Group Executive Committee and shall be called with similar notice upon petition to the Executive Committee signed by 25 or more members of the Group for a meeting to consider specified subjects. At least six regular general meetings shall be scheduled each calendar year. If the Chair and Vice-Chair of the Group are both absent at a meeting, the members present shall elect a temporary chair. No binding action may be taken at a meeting of a Group, but resolutions may be adopted addressed to the Executive Committee of the Group or Chapter, the Sierra Club Council, or the Board of Directors of the Sierra Club. A meeting may also direct the Executive Committee to conduct a referendum (election) by mail ballot of the entire membership of the Group on a specified issue.
The membership of the Group shall choose members of the Group Executive Committee in an annual election as specified below. In addition, special elections on any subject within the province of the Group may be held either by the direction of the Group or Chapter Executive Committee, a general meeting of the Group membership, the Sierra Club Council, the Board of Directors, or shall be held upon petition to the Group Executive Committee signed by more than 15% or more of the members of the Group. The direction or petition shall state the issue to be voted upon in proper form for ballot. A quorum for any special election shall be 5% or more of the membership of the Group. A majority vote (more than half the votes) of those voting is required to establish Group policy. However, if the issue is the removal of an elected member of the Executive Committee, a majority vote of at least two-thirds of those voting is required; if a member is so removed the resulting vacancy for the remainder of the unexpired term is to be filled within three months in a special election utilizing the same procedures as for the annual election of members of the Executive Committee. Whenever possible, and a delay of not more than two months is entailed, special elections should be held in conjunction with the annual election.
Bylaw 2: Executive Committee
Section 1: Number and Power
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 Executive Committee of five members, elected by the members of the Group for terms of two years each, three to be elected in odd-numbered years and two in even-numbered years. 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, or in any event as of January 1. They shall hold office until their successors have been elected and qualified.
A vacancy in an elected position shall be filled for the remainder of the unexpired term by vote of the remaining members of the Executive Committee, except as provided when the vacancy results from the recall in an special election.
Only the Executive Committee or those specifically authorized by it shall act in the name of the Group. The Committee shall have the authority to make rules and regulations for carrying out the procedures established in these Bylaws. If any dispute arises concerning any act of the Group or the Group Executive Committee, the Chapter Executive Committee shall have the power to determine the procedures to be followed. Actions of the Group must be consistent with the purposes of the Club and the policies and directives of the Chapter and Board of Directors.
2.4 Election of Executive Committee
An election to choose members of the Executive Committee shall be held annually in the fourth quarter of the calendar year, with a closing date for receipt of ballots specified by the Executive Committee. 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 a manner as to insure facility of voting and secrecy of ballot.
2.5 Nominating Committee
A Nominating Committee of at least three members of the Group shall be appointed by the Executive Committee not later than three months before the designated closing date of the annual election. No member of the Executive Committee may serve on the Nominating Committee. Sufficient opportunity shall be given for members of the Group 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 regular general meetings and in a newsletter of the Group or Chapter distributed to all members.
The Nominating Committee shall nominate at least two more candidates than the number of members of the Executive Committee to be elected, and shall report their names to the Executive Committee at least three weeks in advance of the scheduled mailing of ballots. Nominees shall be members of the Groups in good standing, who give their consent. The name of any member of the Group proposed in writing by ten members of the Group, and who gives consent, shall also be included on the ballot, provided that the petition and statement of consent are received by the Secretary at least ten days in advance of the scheduled mailing of ballots. The Nominating Committee is not precluded from submitting names of its own members as candidates.
2.7 Elections Committee
An Elections Committee of at least three members of the Group shall be appointed by the Executive Committee prior to the scheduled date of mailing ballots. No nominees may serve on the Elections Committee. Under the direction of the Elections Committee the Secretary shall cause the ballots to be prepared and mailed as scheduled. The ballot should 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 Secretary shall hold returned ballots unopened until the closing hour of the election and then turn them over to the Elections Committee.
2.8 Counting Ballots
The Elections Committee shall count the ballots on the closing date of the election, or the first convenient date within the following week, and report immediately to the Secretary. 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 Secretary shall immediately notify candidates and the Elections Committee shall report the results to the Executive Committee at its next meeting and shall notify the Chapter Executive Committee. The ballots shall be retained until their destruction is directed by the Group Executive Committee.
Section 3: Meetings
2.9 Meeting Schedule
The Executive Committee shall hold regularly scheduled meetings at least quarterly at times and places it specifies; these times and places should be announced in advance to members of the Group at regular general meetings of the Group and in a newsletter of the Group or Chapter distributed to all members. Special meetings of the Executive Committee may be called by the Chair, or any three members of the Committee, but only on at least one week's notice, unless all members waive this notice requirement. Due notice of special meetings and the scheduling of regular meetings must be given to all members of the Executive Committee.
2.10 Open Meetings
All meetings of the Executive Committee shall be open to attendance by any member of the Sierra Club in good standing, except that in unusual circumstances the Committee may convene in private session for discussion of sensitive issues, but shall take no vote except in open session.
A quorum, which is a majority of the members of the Executive Committee in office, is required for the transaction of business. However, an absentee ballot from an absent member delivered to the Chair in writing or by telephone on a specific issue shall be counted, in the vote and quorum, provided that either a full discussion of the issues has occurred at a previous meeting or the arguments pro and con have been included with the call for the meeting. Business of the Executive Committee is normally conducted at a regular meeting or if necessary at a special meeting. A quorum of the committee may act without formal meeting only when quick action is necessary and there is insufficient time to arrange a well-attended 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 members of the Executive Committee. Any such action must be reported at the next meeting of the Executive Committee.
2.12 Temporary Chair
In the absence of a Chair and Vice-Chair the members of the Executive Committee present shall elect a temporary Chair from their number.
The absence of a member from three consecutive regularly scheduled meetings of the Executive Committee will create a vacancy if so decided by a vote of at least two-thirds of the remaining members of the Executive Committee.
Bylaw 3: Officers
The Executive Committee, at the first regular meeting in January of each year, shall elect from its membership the following officers, who also shall be officers of the Group: a Chair, a Vice-Chair, a Secretary and a Treasurer. The officers so elected shall serve until their successors have qualified. The duties of the officers shall be those customary for their respective offices.
The Executive Committee may designate a representative to the Chapter Executive Committee and alternate, from among its members.
At the discretion of the Executive Committee offices may be combined, provided there are at least two distinct officers of the Executive Committee, while alternatively assistants to these officers may be designated from among the members of the Group. The Executive Committee may alternatively appoint not from its membership a Secretary and/or Treasurer who are Group members; such appointees shall not be officers of the Executive Committee.
Notice of the officers and appointees of the Group shall be provided to the Sierra Club Council or its designees by the end of January.
3.2 Power to Change
The Executive Committee shall have the power to change its officers and to fill any vacancy in any office.
Bylaw 4: Committees and Sections
Section 1: Committees
4.1 Creation of Committees
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, Chapter and Group. Members of a committee shall be appointed by the Group Chair from among the members of the Group, subject to the approval of the Executive Committee, and shall serve until discharged. Committee chairs shall be designated by the Group Chair at the time the committee is appointed. The Chair of the Group, or another member of the Executive Committee designated by the Chair to substitute temporarily or regularly, shall be an ex-officio member of each committee except the Nominating and Elections Committees and with the right to vote. Standing committees shall be appointed annually; this shall include a Conservation Committee, a Program Committee, and a Membership Committee. The chairs of the Conservation, Program, and Membership Committees, if not already members, shall be ex-officio members of the Executive Committee without vote. Except for the Nominating and Elections Committees (where it may only fill naturally occurring vacancies), the 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.
The chair of each committee shall regularly report to and consult with the Group Chair and the Executive Committee. Each committee shall submit an annual report to the Executive Committee. Each committee (except the Nominating and Elections Committees) shall regularly report to and consult with any corresponding Chapter committee.
4.3 Conservation Committee
The Conservation Committee of the Group shall further the conservation objectives of the Club and Chapter within Group boundaries, assist national, regional and Chapter 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 to the Executive Committee as requested. The Group Conservation Committee shall regularly report to and consult with the Chapter Conservation Committee.
4.4 Membership Committee
The Membership committee of the Group 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, Chapter and Group activities. The Group Membership Committee shall regularly report to and consult with the Chapter Membership Committee.
Section 2: Activity Sections
4.5 Creation of Sections
Group 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, singles, young families or senior citizens, may form Sections within the Group for the encouragement and pursuit of these activities, subject to the regulations approved by the Executive Committee.
Such special activities Sections shall submit an annual report on their activities to the Group Executive Committee.
Bylaw 5: Finances
Section 1: Sources
5.1 Receiving Funds
The Group may receive funds from the Chapter, in a manner specified by the Chapter Executive Committee, but the Group itself may not assess or collect dues from its members. The Group may receive contributions directly but, since the Group is an entity of the Club, its expenditure of such contributions shall be consistent with any policy and instruction of the Board of Directors.
5.2 Fund Raising
Consistent with the policies of and limitations specified by the Board of Directors, the Sierra Club Council, and the Chapter, the Group may conduct fund-raising and other activities, which require members, as well as others, to pay a fee in order to participate. Groups are not allowed to raise money through direct mail appeals.
Group outings 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 the Board of Directors and Council policy. Group funds shall not be available for outings, except insofar as they are derived from outings; however the Executive Committee may authorize the Treasurer to make advances for the purposes of outings.
Section 2: Authority
5.4 Bank Accounts
The Executive Committee shall have authority to open bank accounts and to regulate withdrawals therefrom. Bank accounts shall be in the name of the Group, its Sections or Committees, and shall be under the jurisdiction and responsibility of the Treasurer of the Group, who shall at least annually report the status of such accounts to the Group. All Group funds shall be accountable to the Chapter.
5.5 Requirement to Deposit
Unless otherwise specified by the Group or Chapter Executive Committee, all monies received by entities of the Group shall be deposited with the Treasurer of the Group. The Executive Committee may authorize expenditures by the Group entities and may authorize the Treasurer to provide advances.
5.6 Delegation of Authority
The Executive Committee may delegate financial authority, subject to these Bylaws and Club Bylaws, to Group entities, but it retains responsibility and control. Any such entity must provide regular and satisfactory accounting to the Group Treasurer and the Group Executive Committee.
Neither the Group nor any entity thereof shall have authority to borrow money or own real estate.
Section 3: Procedures
5.8 Fiscal Year
The fiscal year of the Group shall coincide with the fiscal year of the Club.
5.9 Books and Reports
The Treasurer shall keep proper books of account, and annually, to the Executive Committee submit a report of revenues and expenses and financial position of the Group and its entities. The Treasurer shall report to the Executive Committee the financial position of the Group at least once in each quarter. An annual report shall be submitted to the Chapter Treasurer, together with a budget for the new fiscal year which the Executive Committee has approved.
Bylaw 6: Construction and Amendment
6.1 Interpretation of Bylaws
All questions as to the construction or meaning of these Bylaws are first to be referred to the Group Executive Committee for decision. Appeals from such a decision may be taken to the Chapter Executive Committee, and thence to the Sierra Club Council and 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 Chapter or Club shall be governed by Roberts' Rules of Order, revised.
These Bylaws are fundamental and shall not be added to, amended or repealed except by a two-thirds (2/3) vote of the Group Executive Committee and a two-thirds (2/3) vote of all mail ballots cast in an annual or special election, followed or preceded by approval of the Chapter Executive Committee. However, with a two-thirds (2/3) vote of the Group Executive Committee and the approval of the Chapter Executive Committee these Bylaws may be changed to remain consistent in Club or Chapter Bylaws.
(End of Bylaws of the Metro Atlanta Group, adopted 21 Feb 1985)
Last updated: 10 Sep 99