Section 1. The Cahaba Group of the Alabama Chapter of the Sierra Club is constituted by action of the Executive Committee of the Chapter.

Section 2. This Group is an integral part of the Alabama of the Sierra Club and is governed by these By-Laws, the By-Laws of the Chapter, and the By-Laws of the Club.

Section 3. Subject to the requirements of the Article XIJ of the (Club By-Laws any member in good standing of the Sierra Club who resides within the territorial limits of this Group shall be considered a member of the Group and shall be entitled to all its privileges.

Section 4. The territorial boundaries (by counties or zip codes) of this Group shall be defined from time to time by the Chapter Executive Committee.

Section 5. The Purpose of this group is to foster the quality of the environment and within its territorial limits to work for the purposes of the Sierra Club, which are "To protect and conserve the natural resources of the Sierra Nevada, the United States and the World; to undertake and publish scientific and educational studies concerning all aspects of man's environment and the natural ecosystems of the World; and to educate the people of the United States and the World to the need to preserve and restore the quality of that environment and the integrity of those ecosystems."

ARTICLE II
EXECUTIVE COMMITTEE

Section 1. The management of the affairs and activities of the Group shall be in the hands of an Executive Committee of 7 members elected by the members of the Group for staggered terms of two (2) years each, 3 to be elected in odd numbered years and 4 to be elected in even numbered years. Members elected to the Commit-tee shall take office on election in November in each year

Section 2. A vacancy for an unexpired term shall be filled by vote of the remaining members of the Executive Committee except as provided by Article VI, Section 3. Such a vote shall be by secret ballot. The absence of a member from three (3) consecutive regularly scheduled meetings of the Committee without excuse will create a vacancy if so declared by a majority of the remaining members of the Executive Committee.

Section 3. Regular scheduled meetings of the Committee shall be held at a time and place to be specified by the Committee. Special meetings may be called by the Chairman, or by any three (3) members of the Committee. Due notice of special meetings, or of any change in the time or place of scheduled meetings, shall be given to all members of the Committee.

Section 4. All meetings of the Committee shall be open to attendance by any member of the Club in good standing, except that the Committee may convene in private session for hearings and discussion, but shall take no vote except in open session.

Section 5. A majority of the Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall be by majority vote of those present and voting except that a vote by proxy communicated in writing by an absent member shall be counted.

Section 6. Only the Executive Committee or those specifically authorized by it shall act in the name of the Group.

Section 7. The Committee shall have authority to make rules and regulations for carrying out the procedures established by these By-Laws.

Section 8. If any dispute arises over the calling or the conduct or a meeting, or over any act of the Group Executive Committee, the Chapter Executive Committee shall have the power to resolve any such disputes or to determine the validity of any such action.

ARTICLE III
OFFICERS

Section 1. At its first meeting following the election, the Executive Committee shall elect from its membership, the following officers, who shall also be the officers of the Group: A Chairman, a Vice-Chairman, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may, in the Discretion of the Committee, be combined. The officers so elected shall serve until the next annual election or until their successors have qualified. The duties of the respective officers shall be those which are customary under the circumstances. The Chairman of the Group shall be "ex-officio" a member of the Chapter Executive Committee as provided by the Chapter By Laws. (Not true in all chapters)

Section 2. The Committee shall have the power to change its officers and to fill vacancies.

Section 3. In the absence of the Chairman and the Vice-Chairman, the members of the Committee present shall elect a temporary Chairman from their number.

Section 4. The Committee may appoint an Assistant Secretary and or an Assistant Treasurer. Those appointed must be members of the Group, but need not be elected members of the Executive Committee. If they are not, they shall be ex-officio members of the Executive Committee without a vote. The Committee shall prescribe their duties.

Section 5. Each Group Officer shall regularly report to, and consult with the corresponding Chapter Officer. Each Group Officer shall submit an annual report to the Executive Committee of the Chapter and the Group by October 1 of each year.

ARTICLE IV
COMMITTEES

Section 1. Standing committees and special committees shall be appointed by the Executive Committee for such objectives as it may designate within the purposes of the Club and the Group. Any member of the Group shall be eligible for appointment to a committee, except as provided by Article VI.

Section 2. The Chairman of the Executive Committee, or another member of the Executive Committee substituted by him temporarily or regularly, shall be ex-officio a member of each committee except the Nominating Committee. Ex-officio members shall have the right to vote.

Section 3. The Executive Committee at any time may add members to a standing or special committee, recall or replace any of its members, or discharge the committee.

Section 4. The Chairman 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. Section S. The Chairman of each Group committee, except the Nominating Committee, Shall regularly report to, and consult with, the corresponding Chapter Committee Chairman. These Chairmen shall also submit an annual report to the Group Executive Committee. Each Group Committee Chairman, Except that of the Nominating Committee, shall be a voting member of the corresponding Committee of the Chapter, as provided by the Chapter By-Laws.* The Chairman of the Group shall be an ex-officio member of all sections. (Not true in all chapters)

ARTICLE V
SPECIAL ACTIVITIES

Section 1. Groups of members interested in special activities, natural history, rock-climbing, river-touring, or skiing, as well as geographical groups of section members, or any other interest related to the purposes of the Group or Chapter, may form sections within the Group for the encouragement and pursuit of these activities subject to the regulations approved by the Executive Committee.

ARTICLE VI
NOMINATIONS AND ELECTIONS

Section 1. An election to choose members of the Executive Committee shall be held annually in the month of November.

Section 2. Special elections may be held by order of the Chapter Executive Committee, the Group Executive Committee, or the Board of Directors of the Club, or upon a petition signed by thirty (30%) percent or more of the members of the Group. The order or petitions shall state the issue to be voted upon in proper form for a ballot.

Section 3. A vote of fifty-one (51%) per cent of those voting on the special election petition ~s required to establish Group policy. A vote of sixty-six and two-thirds (66 2/3%) percent of those voting is required to impeach a member of the Group Executive Committee. A vacancy created in this manner shall be filled by a special election.

Section 4. All elections shall be by written ballot mailed to the members of the Group and shall be conducted in such a manner as to insure facility of voting and secrecy of ballot.

Section 5. A nominating Committee of at least three (3) members of the Group shall be appointed by the Executive Committee not later than three (3) months before the date of the annual election. Sufficient opportunity shall be given for members of the Group to submit names for consideration by the Nominating Committee. No member of the Executive Committee may serve on the Nominating Committee.

Section 6. The Nominating Committee shall nominate at least two (2) more candidates than the number of members of the Executive Committee to be elected. The name of any member of the Group proposed in writing by ten (10) members of the Group shall be included in the ballot as a candidate.

Section 7. The Secretary shall cause ballots to be mailed to the members not later than fourteen (14) days before the date of the election. When returned, ballots shall be directed to the secretary who shall hold them unopened until the closing hour, when they shall be turned over to the Elections Committee.

Section 8. An Elections Committee of not less than three (3) members shall be appointed by the Executive Committee to canvass the ballots and report the results to the secretary and to the Executive Committee. Neither nominees nor members of the Executive Committee may serve on the Elections Committee. Ballots shall be retained until their destruction as directed by the Executive Committee.

ARTICLE VII
MEETINGS

Section 1. Meetings of the Group shall be held at least once each' calendar quarter and may be called by the Executive Committee at any time, and shall be called upon petition signed by fifteen (15) or more members of the Group. At a meeting called by petition, only subjects as are stated in the petition shall be considered.

Section 2. If the Chairman and the Vice-Chairman of the Group are both absent at a meeting, the members present shall elect a temporary Chairman, unless one shall previously have been designated by the Executive Committee.

Section 3. No binding action may be taken at a meeting of the Group, (except as provided by these By-Laws), but resolutions addressed to the Executive Committee of the Group and to the Executive Committee of the Chapter may be adopted.

ARTICLE VIII
FINANCES

Section 1. The Group may receive monies from the Treasurer of the Chapter but the group itself may not assess or collect dues from its members. The Group may also receive funds allotted by the Executive Committee of the Chapter for specific purposes. The Group may also receive contributions directly.

Section 2. Neither the Group nor any agency thereof shall have authority to borrow money, enter into a contract, or otherwise incur indebtedness above the amount of unencumbered balances in bank accounts and cash on hand appropriate therefor without express approval in advance by the Executive Committee of the Chapter.

Section 3. The Executive Committee shall have authority to open bank accounts and to regulate withdrawals therefrom. Bank accounts shall be in the name of the Cahaba Group of the Alabama Chapter of the Sierra Club.

Section 4. The Treasurer of the Group, under the general supervision of the Executive Committee, shall have custody of all monies belonging to the Group. All cash received shall be deposited in a bank account, and it shall be withdrawn only in accordance with regulations prescribed by the Executive Committee.

Section 5. The treasurer shall keep proper books of account, and annually and at such other times as may be required, submit to the Executive Committee a report of receipts and disbursements and the financial condition of the Group.

Section 6. The fiscal year of the Group shall coincide with the fiscal year of the Chapter and of the Club.

Section 7. As soon as practicable after the close of the fiscal year the Executive Committee shall render a financial report to the Executive Committee of the Chapter.

Section 8. Unless otherwise specified by these By-Laws, or by the Executive Committee of the Group, all monies received by the Committees shall be deposited with the Treasurer of the Group.

Section 9. The Executive Committee may authorize committees in charge of special events 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, when authorized to do so by the Executive Committee.

ARTICLE IX
CONSTRUCTION OF BY-LAWS AND PROCEDURES

Section 1. On all questions as to the construction of meaning of these By-laws, the decision of the Chapter executive Committee shall be final.

Section 2. All procedures not prescribed by these By-Laws or the By-Laws of the Chapter or Club shall be governed by Robert1s Rules of Order, Revised.

ARTICLE X
AMENDMENTS

Section 1. These By-Laws are fundamental, and shall not be altered, amended, suspended, or repealed, in whole or in part, except by a two-thirds (2/3) vote of all the ballots cast at any annual or special election of the Group and with the approval of the Chapter Executive Committee. The procedures set forth in Article XXIV of the Club By-Laws shall govern such election. An Amendment voted shall not become effective until it has been certified as approved by the Executive Committee of the Chapter.