BYLAWS OF SIERRA CLUB CALIFORNIA

March 1987, amended June 1988 and June 1992

Bylaw 1: Organization and Purposes 
1.1 The name of this organization is "Sierra Club California."

1.2 Sierra Club, in accordance with and subject to the provisions of the bylaws of the Sierra Club. Sierra Club California is a regional committee of the Sierra Club. It is an integral part of the Sierra Club and is governed by its bylaws; it is not a separate legal entity. Actions of Sierra Club California must be consistent with the purposes of the Sierra Club and the policies and directives of the Board of Directors.

1.3  The purposes of Sierra Club California are to foster the purposes of the Sierra Club within the state of California by coordinating and assisting the efforts of the California chapters of the Sierra Club, and by initiating and carrying out additional programs and activities pursuant to these bylaws.

1.4  The area of operation of Sierra Club California is the state of California. For the purposes of these bylaws, the term "California chapters of the Sierra Club" refers to the Sierra Club chapters whose boundaries are in whole or in part within the state of California. These bylaws do not apply to any Sierra Club chapters other than the California chapters.

1.5  Sierra Club California consists of the California Executive Committee and the California Conservation Committee. All actions of the California Executive Committee and the California Conservation Committee pursuant to these bylaws are actions of Sierra Club California.
Bylaw 2: California Executive Committee
Part One: Number and General Powers

2.1 Except as otherwise provided by these bylaws, the management of the affairs and activities of Sierra Club California is in the hands of the California Executive Committee, which shall consist of eleven members. The California Conservation Liaison shall be a voting member ex officio. The remaining ten members shall be elected by delegates to an annual Sierra Club California Convention, as described in sections 2.4 to 2.10. At the first convention ten members shall be elected, of whom five shall serve two-year terms and five shall serve one-year terms, as determined by lot immediately following their election. Thereafter, five members shall be elected each year for two-year terms. In addition, the convention shall also elect a person to fill the unexpired term of any position which has become vacant prior to the opening date of the convention. Members elected to the California Executive Committee shall take office at the end of the annual convention. They shall hold office until their successors have been elected and taken office.

2.2  A vacancy on the California Executive Committee shall be filled until the next annual convention by vote of the remaining members of the committee, except that the California Conservation Committee shall always have the power and responsibility of selecting the California Conservation Liaison.

2 .3  Only the California Executive Committee or those specifically authorized by it or by these bylaws shall act in the name of Sierra Club California.

Part Two: Annual California Convention

2.4  As soon as practicable after ratification of these bylaws and not later than April 1 of each year thereafter, each California chapter shall select delegates and alternates to a Sierra Club California Convention, which will be held on the first weekend in June following ratification of these bylaws, and annually on a weekend in June thereafter. Each chapter executive committee shall determine the manner in which the chapter's delegates and alternates are selected. Each chapter shall send four delegates plus one additional delegate for each full 5,000 members, based on the chapter's membership in California as of January 1. The California Conservation Committee shall select 18 additional delegates to the annual convention and may select alternates. The California Conservation Committee shall determine the manner in which its delegates and alternates are chosen. The secretary of each chapter shall certify in writing to the Sierra Club California Secretary the names of the chapter's delegates and alternates. The California Conservation Liaison shall certify in writing to the Sierra Club California Secretary the names of the delegates and alternates chosen by the California Conservation Committee. The convention shall determine any dispute over the qualifications of any delegate or alternate. Convention delegates and alternates may be advised by the entity that selected them, but they shall not be bound by any instruction or mandate of the selecting entity. They cannot be removed by the selecting entity.

2.5 The Sierra Club California Chair shall preside at annual conventions. Convention proceedings shall be conducted in accordance with Roberts' Rules of Order, Revised.

2.6  The Sierra Club California Chair and the California Conservation Liaison shall report to the annual convention on the state of Sierra Club California and its conservation programs and priorities. The occasion of the convention shall be used to educate the membership of the Sierra Club and the public at large concerning environmental problems and to facilitate the exchange of views among Sierra Club leaders. All Club members shall be encouraged to attend.

2.7  The annual convention shall have the following powers and responsibilities:

      1. It shall elect five persons to serve two-year terms on the California Executive Committee, and it shall elect the Sierra Club California Chair, as described in section 2.10.
      2. It may advise the California Executive Committee about what the priorities of Sierra Club California should be.
      3. It shall review and approve or disapprove any bylaw amendments proposed by the California Executive Committee.
      4. It may advise the California Executive Committee about the contents of any standing rule adopted or proposed for adoption by the California Executive Committee
      5. It may advise the California Executive Committee about the amount of the dues allocations to chapters that should be used to support programs of Sierra Club California.
      6. It may adopt a resolution to approve a decision to support or oppose a candidate for California statewide office.
      7. It shall set the date for the next annual convention.
      8. It may act on any other matter referred to it by the California Executive Committee.

2.8  Nominating Committee of seven members shall be appointed by the California Executive Committee and the California Conservation Committee as described in this section. As soon as practicable after each annual convention the California Executive Committee shall appoint three persons to serve two-year terms on the Nominating Committee. One appointee shall be selected from among the members of the Loma Prieta, Mother Lode, Redwood, and San Francisco Bay Chapters, one appointee shall be selected from among the members of the Kern-Kaweah, Los Padres, Santa Lucia, Tehipite, Toiyabe and Ventana Chapters, and one appointee shall be selected from among the members of the Angeles, San Diego, and San Gorgonio Chapters. In addition, as soon as practicable after the first annual convention the California Executive Committee shall appoint one additional person from each of these geographic areas to serve one-year terms on the Nominating Committee. By August 1 of each year the California Conservation Committee shall appoint one person to serve a one-year term on the Nominating Committee. The California Executive Committee shall designate a member of the Nominating Committee to serve as Chair of the committee. No member of the California Executive Committee may serve on the Nominating Committee unless that member is not a candidate for reelection.

2.9  The Nominating Committee shall make its best effort to nominate at least two qualified candidates for election to the position of Sierra Club California Chair, at least seven qualified candidates for election to two-year terms on the California Executive Committee, and at least two qualified candidates for election to fill any other vacancies on the California Executive Committee. It shall report the names of the nominees to the executive committees of the California chapters, and to the California Conservation Committee by May 1 of each year. Nominees shall be members of the Sierra Club in good standing who live in California and who give their consent; however, no person may serve more than three consecutive full terms as a member of the California Executive Committee without a one year absence after the third consecutive term. The Nominating Committee cannot submit the names of its own members as candidates. Additional nominations may be made from the floor at the annual convention, if at least ten convention delegates have signed a petition in support of the nomination. Any person who is nominated for the position of Sierra Club California Chair and who is not in the middle of a two-year term on the California Executive Committee may also be nominated for election to a two-year term on the California Executive Committee. Any person who is nominated for a two-year term on the California Executive Committee may also be nominated to fill any other vacancy on the committee.

2.10A  The annual convention shall elect a person to serve as the Sierra Club California Chair before it elects other members of the California Executive Committee. If the person elected is not in the middle of a two-year term on the California Executive Committee, he or she shall serve a two-year term as a member of the California Executive Committee, and the annual convention shall elect four additional persons to serve two-year terms on the committee. If the person elected as Sierra Club California Chair is in the middle of a two-year term on the California Executive Committee, the annual convention shall elect five additional persons to serve two-year terms on the committee. In either case the person's term as Sierra Club California Chair shall extend only until the next annual election, unless he or she is reelected to the position of Sierra Club California Chair at that time.

2.10B  An Elections Committee consisting of at least three Sierra Club members shall be appointed by the California Executive Committee prior to the annual convention. No nominees may serve on the Elections Committee. Nominees shall be permitted to address the annual convention. Voting shall be by secret written ballot. The Elections Committee shall count the ballots and announce the results. Each nominee may observe or appoint a representative to observe the ballot counting process. The election for Chair will be held first, using the instant runoff procedure set forth in paragraph 2.10C. The election for the other members of the California Executive Commitee will then be held, and the nominees receiiving the highest number of votes shall be elected. If there is a tie for the last position to be filled, a runoff election will be held among those tied to fill the vancancy. If there is a tie in the runoff, the winner will be chosen by lot. All ballots shall be retained by the Elections Committee for at least 60 days and until their destruction is authorized by the California Executive Committee.

2.10C  Each voter shall rank nominees for Chair in order of preference. The ballot counting shall follow the procedure described below.

      1. Count the total number of ballots cast for Chair.
      2. Count all first-choice votes for each candidate for Chair.
      3. If the first-choice votes for any candidate are a majority of the total number of ballots cast for Chair, that candidate is elected. If no candidate is elected based on first-choice votes, the candidate with the lowest number of first-choice votes is eliminated, and the first-choice ballots for that candidate are redistributed to the second-choice candidates listed on those ballots.
      4. If the first redistribution of votes gives any candidate a majority of the total number of ballots cast for Chair, that candidate is elected. If not the candidate with the lowest number of first-choice and redistributed second-choice votes is eliminated, and the ballots for that candidate are redistributed to the next choice candidate (if any) who has not been eiminated in the first or second round of ballot-counting.
      5. After the second redistribution, the candidate with the highest number of first-choice and redistributed votes is elected Chair, regardless of whether he or she has received a majority of the total votes cast. Ties shall be broken in favor of the candidate who had the most votes in the previous round of ballot-counting. If two candidates had the same number of votes in all previous rounds, the tie shall be broken by lot.
Part Three: Officers and Meetings

2.11  The Sierra Club California Chair shall serve as Chair of the California Executive Committee. At the first meeting of the California Executive Committee following each annual convention, the committee shall elect from its membership a Vice Chair, Secretary, and Treasurer. At its discretion, the California Executive Committee may appoint not from its membership a Secretary and/or Treasurer who are Sierra Club members who live in California; such appointees shall not be officers of the Executive Committee. Notice of the officers and appointees of the California Executive Committee shall be provided to the California chapters of the Sierra Club, and to the Sierra Club Council or its designees, by the end of July.

2.12  The members of the California Executive Committee shall be the officers of Sierra Club California. Except as otherwise specified by the California Executive Committee, the duties of the Chair, Vice Chair, Secretary, and Treasurer shall be those customary for the respective offices. The members shall have such duties as may be assigned to them.

2.13  The California Executive Committee shall have the power to change its Vice Chair, Secretary, and Treasurer, and to fill a vacancy in the position of the Sierra Club California Chair from among the elected members of the California Executive Committee.

2.14  The California 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 the Sierra Club California membership. Special meetings may be called by the Sierra Club California Chair or by any four members of the California Executive Committee, but only on at least two weeks' notice, unless all members waive this notice requirement. Due notice of special meetings and the cheduling of regular meetings must be given to all members of the California Executive Committee.

2.15  All meetings of the California Executive Committee and of any committee thereof 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 it shall take no vote except in open session.

2.16  A quorum, which is a majority of the members of the California Executive Committee in office, is required for the transaction of business at a meeting. No action of the California Executive Committee may be taken without at least six affirmative votes. The business of the California Executive Committee is normally to be conducted at a regular meeting or if necessary at a special meeting. A quorum of the committee may act without a 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 California Executive Committee. Any such action must be reported to all members of the California Executive Committee and reported at the next meeting of the committee.

2.17  In the absence of the Chair and Vice Chair at a meeting of the California Executive Committee, the members who are present shall elect a temporary chair from their number.

2.18  The unexcused absence of a member from two consecutive regularly scheduled meetings of the California Executive Committee during any calendar year will create a vacancy

Part Four: Standing Committees

2.19  Standing committees and special committees may be established by the California Executive Committee in the exercise of its powers and responsibilities under these bylaws. Unless otherwise provided by the California Executive Committee, the members of these committees shall be appointed by the Sierra Club California Chair. They shall be appointed from among Sierra Club members who live in California, and they shall serve for one-year terms unless they are sooner discharged by the appointing person or entity or unless the Standing Rules provide for other terms. The committee chair shall be designated by the appointing person or entity at the time the committee is appointed. Except for the Nominating Committee (where it may only fill naturally occurring vacancies), the California 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 California Executive Committee at any time.

 

2.20  The chairperson of each committee established by the California Executive Committee shall regularly report to and consult with the Sierra Club California Chair and the California Executive Committee. Each committee shall submit an annual report to the California Executive Committee

Bylaw 3: California Conservation Committee

3.1A  The California Conservation Committee and any successor entity approved by the California Executive Committee shall serve as the California Conservation Committee.

 

3.1B  Unless otherwise provided by a standing rule adopted by two-thirds of the members of the California Executive Committee and approved by the Sierra Club Board of Directors, the California Conservation Committee shall determine its own membership, internal organization, and procedures, subject to any applicable guidelines established by the Sierra Club Board of Directors.

 

3.2  The California Conservation Committee shall select the California Conservation Liaison, and it shall determine the manner in which the selection shall be made.

 

3.3  The California Conservation Liaison shall be an officer of Sierra Club California.

Bylaw 4: Powers and Responsibilities

4.1A  The California Conservation Committee shall have the primary responsibility for determining, interpreting, and applying Sierra Club policy on conservation issues of statewide significance. Except as provided in paragraphs C, D, and E of this section, policy determinations by the California Conservation Committee are not subject to review by the California Executive Committee.

 

4.1B  Each of the California chapters may continue to determine Sierra Club policy on conservation issues within its boundaries, unless Sierra Club California determines that particular questions are of statewide significance. If there is a conflict between the policy determined by a chapter and the policy determined by Sierra Club California, the policy determined by Sierra Club California shall prevail.

 

4.1C  A decision to support or oppose a California statewide ballot proposition must be approved by both the California Executive Committee and the California Conservation Committee. A decision to support or oppose a candidate for California statewide office must be approved by the California Executive Committee and by either the California Conservation Committee or the Annual Sierra Club California Convention. The California Executive Committee shall ensure that the California chapters have been notified and given an opportunity to comment before it adopts a resolution to support or oppose a California statewide ballot proposition, or to support or oppose a candidate for California statewide office.

 

4.1D  A resolution adopted by the California Conservation Committee on a California conservation policy issue shall establish the policy of Sierra Club California on the issue, unless within ten days after adoption of the resolution the California Conservation Liaison asks the California Executive Committee to review the resolution. If this review is requested, the resolution will be ineffective until the California Executive Committee has acted on the request. The California Executive Committee may

      1. decline to review the resolution,
      2. affirm the resolution,
      3. disapprove the resolution and return the issue to the California Conservation Committee, or
      4. on the motion of the California Conservation Liaison, amend the resolution and adopt it as amended, thereby establishing the policy of Sierra Club California on the issue.
4.1E  Any member of the California Executive Committee may ask the California Executive Committee to review the policy of Sierra Club California on a California conservation issue. Existing policy, if any, shall remain in effect until the California Executive Committee acts on the request. The California Executive Committee may
      1. decline to review the policy,
      2. refer the issue to the California Conservation Committee for development of a policy,
      3. disapprove the existing policy and refer the issue to the California Conservation Committee for development of a new policy, or
      4. on the motion of the California Conservation Liaison, amend the existing policy and adopt it as amended, thereby establishing the policy of Sierra Club California on the issue.

4.1F  Sierra Club California shall have the sole power to determine the extent of its authority regarding Sierra Club conservation policy within the state of California, subject only to review by the Sierra Club Board of Directors.

4.2  The California Executive Committee shall have the power and responsibility to set priorities for the use of the resources of Sierra Club California to achieve the goals and purposes of the Sierra Club within California, and it shall be responsible for establishing and maintaining mechanisms consistent with these bylaws to implement these priorities.

4.3  The California Executive Committee may adopt a standing rule establishing a special committee to interpret and apply Sierra Club policy to specific issues and questions being considered by the legislative or executive branches of the California state government.

4.4A  Sierra Club California shall have the power to determines all questions of Sierra Club policy regarding California statewide ballot propositions, in the manner specified in section 4.1 of these bylaws.

4.4B  The California Executive Committee shall have the power and responsibility to approve and coordinate all activities by Sierra Club entities in connection with California statewide ballot propositions.

4.5A  To the extent that the Sierra Club Board of Directors has granted or may in the future grant power to chapters to determine Sierra Club policy

      1. on federal legislative issues within or affecting California, or
      2. on the adoption of rules by federal agencies that regulate the use of lands or resources in California, these powers may be exercised by Sierra Club California in the manner specified in section 4.1 of these bylaws.

4.5B  Each chapter may continue to determine Sierra Club policy on federal legislative and administrative rule-making issues that have no significant impact beyond the chapter's boundaries. If the California Conservation Committee finds that the significance of a federal legislative or administrative rule-making issue extends beyond an individual chapter's boundaries, and if the issue has no significant impact outside California, then Sierra Club policy on the issue shall be determined by Sierra Club California in the manner specified in section 4.1 of these bylaws.

4.5C  Sierra Club policy on federal legislative and administrative rule-making issues affecting Nevada shall be determined by the Toiyabe Chapter or in a manner specified by the Sierra Club Board of Directors.

4.6A  To the extent that the Sierra Club Board of Directors has granted or may in the future grant power to chapters to participate in the election of public officers, that power may be exercised by Sierra Club California in all elections within the state of California.

4.6B  The California Executive Committee shall adopt a standing rule specifying the manner in which Sierra Club California and the California chapters may participate in elections of public officers and votes on state and local ballot propositions within California. Chapters shall be bound by any limitations established in the standing rule, as well as any additional limitations established by or pursuant to the authority of the Sierra Club Board of Directors.

4.7A  To the extent that the Sierra Club Board of Directors has granted or may in the future grant power to chapters to initiate litigation on behalf of the Sierra Club, that power may be exercised by Sierra Club California. The California Executive Committee shall determine the manner in which this power will be exercised by Sierra Club California.

4.7B  Sierra Club California shall have no oversight authority over chapter involvement in litigation in state and federal courts in California until the California Executive Committee adopts a standing rule governing the manner in which California chapters may be involved in such litigation. After the standing rule is adopted, all California chapters shall comply with the requirements established by the rule.

4.7C  To the extent that the Sierra Club Board of Directors has granted or may in the future grant power to chapters to initiate or participate in proceedings before state or federal administrative agencies, that power may be exercised by Sierra Club California with respect to any issue arising in California. The California Executive Committee shall determine the manner in which this power will be exercised by Sierra Club California. The California Executive Committee may restrict the authority of California chapters and their sub-entities to initiate and participate in such proceedings, and it may delegate to individual chapters or to other Sierra Club entities the power and responsibility to initiate and participate in specific quasi-judicial proceedings.

4.8A  The California Executive Committee shall establish and maintain mechanisms for educating and informing California Sierra Club members, public officials, and the public at large about important environmental issues.

4.8B  The California Executive Committee shall arrange for the regular publication of information to be distributed to all Sierra Club members living in California, giving notice and reporting proceedings of the California Executive Committee and the California Conservation Committee, and reporting other news about Sierra Club California. 4.8C  Chapters should cooperate with Sierra Club California in communicating Sierra Club policy to Sierra Club members, public officials, and the general public. If a chapter disagrees with Sierra Club policy as established by Sierra Club California, the chapter may report its disagreement to Sierra Club members, but it shall state that its position does not represent Sierra Club policy on the issue.

4.9A  Subject to such requirements as the Sierra Club Board of Directors may impose, Sierra Club California may enter into formal and informal coalitions with other organizations and individuals to achieve Sierra Club goals. The California Executive Committee shall determine the manner in which this power will be exercised.

4.9B  The California Executive Committee may restrict the authority of California chapters and their sub-entities to participate in formal coalitions.

4.10A  The California Executive Committee may at any time send mailings on behalf of Sierra Club California to any or all Sierra Club members in California. If the mailing includes a request for contributions, an invitation to a fundraising event, or any other form of fund appeal, before sending the mailing the California Executive Committee shall notify the executive committees of the chapters to whose members the mailing will be sent. 4.10B  If the California Executive Committee adopts a standing rule establishing a procedure for authorizing non-Sierra Club entities to send fund appeals to all or a substantial number of Sierra Club members in California, the California Executive Committee may authorize such mailings. Sierra Club California shall have no power to authorize such mailings except in compliance with the procedure established by the standing rule.

4.11A  Sierra Club California shall be responsible for the management of the staff of the Sacramento Office of the Sierra Club and for the management of other staff who are employed by the Sierra Club at the request of Sierra Club California. The California Executive Committee shall determine the manner in which this responsibility will be exercised.

4.11B  Sierra Club staff who are primarily supervised by chapters or by other Sierra Club entities or employees may from time to time be authorized or directed by their supervisors to work on issues that are identified by Sierra Club California as California state issues. To the extent that these staff members work on such issues, Sierra Club California may direct their work for the sole purpose of ensuring a coordinated Sierra Club effort on these issues. The California Executive Committee shall determine the manner in which this power shall be exercised.

4.12  Sierra Club California shall encourage California residents who share the goals and values of the Sierra Club to become and remain members of the Sierra Club. The California Executive Committee shall determine the manner in which this responsibility shall be exercised.

4.13  Sierra Club California shall have such additional powers and responsibilities as may be assigned to it by the Sierra Club Board of Directors.

Bylaw 5: Finances

Part One: Sources

5.1  As specified in section 5.2, Sierra Club California may be entitled to receive a portion of the dues collected from Sierra Club members, but Sierra Club California may not itself assess or collect dues from Sierra Club members. Sierra Club California may also receive funds allotted by the Board of Directors for specific purposes. Sierra Club California may receive grants and contributions directly, but since Sierra Club California is an entity of the Sierra Club, its expenditure of such grants and contributions shall be consistent with any policy and instructions of the Board of Directors.

5.2A  Financial support for the Sacramento Office and other programs of Sierra Club California shall be deducted from the chapter subvention allocations of the California chapters except Toiyabe. These deducted amounts shall be paid to Sierra Club California via its chapter subvention allocation. The deduction for support shall be based on the sum of the c(4) and c(3) portions of the chapter subvention allocation. The deduction shall be 33% of the allocation amounts that are fixed and that are based on chapter membership after the deduction for insurance. The percentage shalll not be applied to allocation amounts that are based on chapter area or on the number regional groups within a chapter. Support from the chapter subvention allocations shall be applied to the c(4) and c(3) portions of the allocation so that at least 65% of the support paid to Sierra Club California by each chapter is c(4). The Toiyabe chapter agrees to make an annual support payment to Sierra Club California based on the number of Toiyabe Chapter members in California.

5.2B  Sierra Club California shall also receive a portion of the c(4) and c(3) deferred gifts pool distributions to the California chapters except Toiyabe. The amount deducted from the chapter distributions shall be 33% of the c(4) distribution and 33% of the c(3) distribution of the amount that is based on chapter membership. The percentage shall not be applied to distribtuion amounts that are based on chapter area, on the number of regional groups within a chapter, or on life members.

5.2C With the agreement of the Sierra Club California Executive Committee, a chapter may make an exchange with Sierra Club California of c(3) for c(4) money or vice versa. The rate shall be determined by the Sierra Club California Executive Committee.

5.3  The California Executive Committee shall have the authority and responsibility to undertake fundraising efforts to support the Sacramento Office and other programs of Sierra Club California. Such fundraising efforts shall be coordinated with the fundraising efforts of the California chapters.

Part Two: Financial Management Authority

5.4  The California Executive Committee shall have authority to open bank accounts and to regulate withdrawals there from. Bank accounts shall be in the name of Sierra Club California and shall be under the jurisdiction and responsibility of the Treasurer of the California Executive Committee who shall at least quarterly report the status of such accounts to the California Executive Committee.

5.5  Unless otherwise specified by the California Executive Committee or the Board of Directors, all monies received by entities of Sierra Club California shall be deposited with the Treasurer of the California Executive Committee. The California Executive Committee may authorize expenditures by entities of Sierra Club California, and it may authorize the Treasurer to provide advances.

5.6  The California Executive Committee may delegate financial authority, subject to these bylaws and Sierra Club bylaws, to entities of Sierra Club California, but it retains ultimate responsibility and control. Any entity to which financial authority has been delegated must provide regular and satisfactory accounting to the California Executive Committee.

5.7  Neither Sierra Club California nor any entity thereof shall have authority to borrow money or own real estate.

Part Three: Procedures

5.8  The fiscal year of Sierra Club California shall coincide with the fiscal year of the Sierra Club.

5.9  The Treasurer of the California Executive Committee shall keep proper books of account, and annually, and at such other times as may be required by the California Executive Committee, submit a report of revenues and expenses and the financial position of Sierra Club California and its entities. The Treasurer shall report to the California Executive Committee the financial position of Sierra Club California at least once in each quarter.

5.10A  For financial management and reporting purposes, Sierra Club California shall be subject to the Sierra Club rules and guidelines that apply to chapters of the Sierra Club.

5.10B  As soon as practical after the close of each fiscal year, the California Executive Committee shall cause an audit to be made of the accounts under its control and shall render a financial report to the Board of Directors. At the same time the California Executive Committee shall transmit a budget for the new fiscal year which it has approved. The financial report and budget shall also be sent to each California chapter.

Bylaw 6: Ratification, Interpretation, and Amendment

6.1  These bylaws shall take effect upon ratification by the Board of Directors, the Sierra Club Council, and the executive committees of at least ten California chapters whose aggregate membership is at least two-thirds of the total California membership of the Sierra Club, unless other procedures are required by the Board of Directors or the Sierra Club Council.

6.2  All questions as to the interpretation of these bylaws are first to be referred to the California Executive Committee for decision. Appeals from the decision of the California Executive Committee may be taken to the Board of Directors at their discretion. All procedures not prescribed by these bylaws or the bylaws of the Club shall be governed by Roberts' Rules of Order, Revised.

6.3  These bylaws are fundamental. They can only be repealed or amended in one of the two following ways: First, a proposed bylaw change may be initiated by a two-thirds vote of the membership of the California Executive Committee. The amendment or repeal will be effective upon any approval required by the Sierra Club Board of Directors and appproval by a majority of the membership of the next annual Sierra Club California Convention. Alternatively, the proposed change may be initiated by the approval of the proposed change by the executive committees of at least ten California chapters whose aggregate membership is at least two-thirds of the total California membership of the Sierra Club. The amendment or repeal will become effective if it is approved by the Sierra Club Board of Directors.

6.4  The California Executive Committee shall have the authority to adopt standing rules interpreting and implementing these bylaws. Except as otherwise provided in these bylaws, the California Executive Committee may adopt, amend, or repeal a standing rule by the action of two-thirds of those voting on the issue.