Students for Fair Admissions, Inc. v. President and Fellows of Harvard College et al

Filing 188

DECLARATION re 187 MOTION to Dismiss for Lack of Jurisdiction by President and Fellows of Harvard College. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H, # 9 Exhibit I)(Ellsworth, Felicia) (Additional attachment(s) added on 9/27/2016: # 10 Exhibit A (unredacted), # 11 Exhibit B (unredacted), # 12 Exhibit C (unredacted), # 13 Exhibit E (unredcted), # 14 Exhibit F (unredacted), # 15 Exhibit G (unredacted)) (Montes, Mariliz).

EXHIBIT I

Revision: November 16, 2013
BYLAWS & STANDING RULES OF THE SIERRA CLUB
[The current Bylaws are given in boldface flush left. They were amended and approved
by the membership, April 11, 1981; the numbers in brackets – for example, [5130] – at
the end of a Bylaws paragraph reference the relevant sections of the California Nonprofit
Corporation Law. Standing Rules are indicated by SR and are in regular type indented.]
SR. 0.1.1: Purpose
These Standing Rules relate to the Club Bylaws. The only membership rights of
Club members are the rights specifically provided by the Articles, Bylaws and the
Corporation Law. Standing Rules shall be adopted, amended, or repealed by
resolution of the Board. As applied to Club employees, the Club’s employment
policies supersede these Standing Rules in the event of any inconsistencies
between them and these Standing Rules.
Adopted 11/21-22/81; amended 05/19-20/06, 02/24/07
SR. 0.1.2: Defined Terms
As used in these Standing Rules, the following terms are defined as follows:
“Board” shall mean the Board of Directors of the Club.
“Club” shall mean the Sierra Club.
“Club Council” shall mean the Club’s Council of Club Leaders.
“Corporation Law” shall mean the California Nonprofit Public Benefit
Corporation law.
“Executive Committee” shall mean the Executive Committee of the Board.
Adopted 05/19-20/06; revised 05/16/08
Bylaw 1: NAME
1.1. The name of this corporation shall be the SIERRA CLUB.
SR. 1.1.1: One Corporation
The Club, incorporated in the State of California as a Nonprofit Public Benefit
Corporation, is the only legally recognized corporate entity of the Club in the
United States. All Club chapters, groups, committees, teams, and task forces are
subunits of the Club and cannot enter into legal actions without the permission of
the Board or those to whom the Board has delegated authority to grant such
permission.
Adopted 11/20-21/82; amended 09/19-20/03, 05/19-20/06, 02/24/07,
05/16/08

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Bylaw 2: PURPOSES
2.1. The Sierra Club is a nonprofit public benefit corporation and is not organized
for the private gain of any person. It is organized under the California Nonprofit
Public Benefit Corporation Law for public and charitable purposes. [5130]
2.2. The purposes of the Sierra Club are
To explore, enjoy, and protect the wild places of the Earth; to practice and promote
the responsible use of the Earth's ecosystems and resources; to educate and enlist
humanity to protect and restore the quality of the natural and human environment;
and to use all lawful means to carry out these objectives.
SR. 2.2.1: Civil Disobedience
(a) The Club will not encourage, request or direct any person to violate the law.
No chapter, group, or other entity of the Club shall encourage, request or direct
any person to violate the law.
(b) The Club recognizes that it cannot control the private actions of its members,
and in particular cannot prevent its members from engaging in acts of civil
disobedience. However, no member of the Club is authorized to use, display, or
invoke the Club's name or logo (including the name of any chapter, group, or
other entity of the Club) in connection with committing, or encouraging,
requesting or directing any other person to commit, any violation of the law.
(c) The Club recognizes that some of its members have become closely identified
with the Club in the minds of the public. The mere involvement of such
members, either individually or collectively, in an act of civil disobedience or
other violation of law, without any effort on their part to use, display, or invoke
the Club's name, or logo in connection with that act, shall not be deemed a
violation of this Standing Rule. Members shall take all reasonable precautions to
avoid confusion over whether the Club is involved in such acts.
(d) If there is a coalition event such as a march, rally, protest etc. that is peaceful
and lawful, but where a subset of the participants plan to participate in an act of
civil disobedience in association with the event; the Sierra Club may endorse,
organize support for, and participate in the event, but it may not use Club
resources to promote participation specifically in the civil disobedience activity.
Resolution of 11/15/92; amended and adopted as a SR. 05/2/93;
amended 05/19-20/06, 02/24/07, 11/16/2013

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SR. 2.2.2: Representing the Club
(a) No Club member, present or former leader, or member of the staff shall make
a statement or take a public position in the name of the Club that is contrary to, or
creates a misimpression of a policy or position established by the Board, the duly
authorized chapter, group, committee or other Club entity, or the Club
membership through referendum. When speaking or taking a public position on
their own behalf, or on the behalf of organizations other than the Club, members
shall avoid giving the impression that they are representing the Club and endeavor
to correct any misimpression in this regard.
Adopted 03/01-02/97; amended 11/14-15/98, 05/19-20/06, 02/24/07
(b) No Club member shall give permission for her/his membership or position in
the Club to be used in any manner, including "for identification purposes only,"
on the letterhead or in any other official publications or documents of any other
organization unless such use has been expressly approved by the relevant Club
unit.
Adopted 12/2/84; amended 05/19-20/06, 02/24/07
SR. 2.2.3: Defense of Name
If the Club is criticized or attacked in the public media on any issue, including,
but not restricted to ballot issues or procedures, the Board or its designees are free
to respond fully and publicly, addressing any point raised. Any Board-authorized
communications in response may utilize Club funds and any internal
communication media or system, including electronic mail.
Adopted 02/19-20/94; amended 05/19-20/06
SR. 2.2.4: Club Assets
National, chapter, group, and other Club entities are authorized to use assets that
are made available to them for delivery of current programs, including coalition
building, fundraising, and administrative activities necessary to carry out the
mission and achieve the goals of the Club. However, it is within the exclusive
powers of the Board to restrict, lien, hypothecate, lend, encumber, transfer to
foundations, trusts or other third parties without consideration, the assets of the
Club. This exclusive Board power does not annul restrictions imposed by donors.
Adopted as a policy 09/26-27/98; amended and adopted as a Standing
Rule 02/20-21/2000; amended 05/19-20/06, 02/24/07
SR. 2.2.5: Conflicts of Interest
(a) Preamble. Every person elected or appointed to a position of authority in an
organization has a duty of loyalty to, and must act in the interests of, that
organization. A conflict of interest is a situation that exists when someone's
loyalty may be divided between the first organization and a second person or

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organization. No one should be faulted merely because a conflict of interest
situation exists. A problem arises only when someone takes action related to the
conflict. A person in a conflict of interest situation may act appropriately by
respecting his/her duty of loyalty, or may act inappropriately by violating it. It is
the action – the behavior – that is or is not appropriate.
(b) General Policy. As part of their duty of loyalty to the Club, volunteers and
staff have an obligation and responsibility (i) to disclose any conflict or potential
conflict of interest on any issue promptly as such conflict arises, (ii) to abstain
from participation in FINAL deliberations and decisions concerning that issue,
and (iii) to abstain from public comment upon that issue.
(c) Definition.
(i) A conflict of interest situation exists when any volunteer or staff member, or
said person’s immediate family, or any party, group or organization to which said
person has allegiance, has a direct or indirect financial or other material interest in
a proposed contract, transaction, or arrangement with the Club, or in a policy or
position of in the Club.
(ii) An interest in holding an elected or appointed Club volunteer leadership
position does not constitute or create the appearance of a conflict of interest. A
person seeking appointment or election to such a position may properly deliberate
and vote on the setting of rules of general application for the appointment or
election process, endorsements for the position, and on the appointment or
election itself.
(iii) Club volunteer leaders are responsible for self-identifying those individuals
that the volunteer considers to be “immediate family members” in this policy.
(d) Applicability. This policy applies to all volunteers, including volunteer
leaders who are authorized to vote in the decision of any Club entity at the group,
chapter, committee or national level, to all volunteers who are authorized to speak
on behalf of the Club, and to all staff, including staff of chapters, groups or
committees, and including all independent contractors.
(e) Existence of a Conflict of Interest Situation.
(i) When there is a doubt as to whether a conflict of interest situation exists, the
matter shall be resolved by a vote of the authorized voting members of the Club
entity involved, with the person concerning whose situation the doubt has arisen
present, but not voting or, in the case of any staff member, by the Executive
Director. The Board of Directors is the final arbiter on all matters involving
conflict of interest situations.

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(ii) When there is disagreement on whether a conflict of interest exists, the Club
entity involved in the decision making process resolves that question by a separate
vote on each matter and each individual who is argued to have a conflict. If more
than one individual is argued to have a factually indistinguishable conflict of
interest, the Club entity may resolve the question by a single vote on whether a
conflict exists as to all such individuals. A conflict of interest will be found to
exist only if a majority of the members of the Club entity who were present at the
meeting when the disagreement arose votes that such a conflict exists.
(f) Obligation to Disclose. Disclosure shall be to the Club entity (group or
chapter executive committee, internal or issue committee, or Board or other
national entity) most directly involved or, in the case of staff, to the Executive
Director. At least annually, or at the time the situation arises, all volunteer leaders
and staff shall disclose any conflict of interest situation. At least annually, all
volunteer leaders and staff members shall disclose any direct or indirect benefits
that they are receiving or will receive as a result of agreements between the Club
and any outside party. However, existence of a minor interest in pension fund
investments and third party-managed funds shall not constitute a conflict of
interest.
(g) Obligation to Abstain from Deliberations. When any such conflict of interest
situation is relevant to a matter requiring action by any Club entity within which,
or over which, the person concerned has any authority, decision-making role, or
voice, the interested person shall call it to the attention of that entity and shall
retire from the room in which the Club entity is meeting and shall not participate
in the final deliberations regarding the matter. However, that person has the right
to, and should, upon request, provide the Club entity with any and all relevant
information they may have concerning the matter. Final deliberation means a
discussion on the merits of a matter pending by motion before a Club entity.
(h) Obligation to Abstain from Decision. In any conflict of interest situation, the
person concerned shall not vote or otherwise participate in any decision
concerning that matter.
(i) Documentation. The minutes of the meeting of the Club entity shall reflect
that the conflict of interest was disclosed and that the interested person was not
present during the final deliberation or vote and did not vote.
(j) Obligation to Abstain from Public Statement. No volunteer or staff member
shall make any public statement, as a Club spokesperson, on any issue (internal or
external) regarding which they may have a possible conflict of interest. All
volunteers and staff shall refrain from public comment, as a Club spokesperson,
about conflict of interest issues except as authorized by the President.
(k) Notice and Review of Policy. A copy of this conflict of interest policy shall be
furnished to each volunteer leader and staff member who is presently serving the

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Club, or who may hereafter become associated with it. This policy shall be
reviewed annually as a part of a meeting of each Club entity for the information
and guidance of volunteer leaders, and any new volunteer leaders shall be advised
of the policy upon undertaking the duties of their office. This policy shall be
prominently included in the employment manual for all existing and new staff
members.
[Notes: This Standing Rule does not apply to concerns arising from attendance
and participation at meetings by Club members who are not voting members of
the Club entity at issue. For information on that topic, see Bylaw 5.14 and
chapter and group bylaws regarding open meetings. For Guidelines in the
implemention of this policy, see Board Policies document.]
Adopted 11/10-11/90, amended 11/19-20/04, 05/19-20/06, 05/16/09
SR. 2.2.6: Standards of Conduct
(a) Affirmative Standards of Conduct
(i) Serving in an appointed to elected position of leadership is a privilege that can
be lost either by ignoring the duty of loyalty expected of all Club leaders or by
violating the following affirmative standards of conduct.
(ii) Club leaders have an obligation to meet the following affirmative standards of
conduct, and to hold other leaders accountable to them as well, in all Club
interactions with others, including in person, in writing, on email, or on the phone.
(A) Communicate and work together with common courtesy and collegial respect;
disagree without being disagreeable.
(B) Create a welcoming environment for new members, visitors, guests, staff and
volunteers. Avoid cliquishness, behavior that fosters an “insider” vs. “outsider”
culture and language or behavior that offends others. Seek to welcome and
engage people who reflect the diversity of the community.
(C) Always represent the Club and its mission in a positive and professional
manner; keep disagreements within the Club.
(D) Accurately present the Club’s policies and positions when communicating on
behalf of the Club; don’t use a Club leadership role or title to advance personal
views that are not the Club’s position.
(E) Respect your obligation to the Club’s members; use member lists and
information about members for Club purposes only.
(F) Use Club resources wisely and in keeping with the fiduciary responsibility of
all leaders.
(G) Foster an open democratic decision-making process; respect decisions once
they are made.
(H) When speaking of other Club leaders praise publicly, criticize privately and
tactfully.
(I) Seek to resolve differences with other Club leaders, avoid fractionalism and
behavior that exacerbates or prolongs conflict.

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(J) Respect the policies and procedures that have been established by and for
members engaged in specific Club activities; when in doubt, ask.
(b) Misconduct. The following actions constitute misconduct:
(A) Physical or sexual assault or violent threats toward others.
(B) Embezzling or misdirecting Club funds, membership lists or other assets for
activities not authorized by the responsible entity.
(C) Use of slurs, epithets, threats, intimidations, negative stereotyping or other
derogatory language regarding gender, race, ethnic or national origin, color,
ancestry, medical condition, religion, age, sexual orientation, or physical or
mental disability. Actions or behavior that denigrates, threatens, shows hostility
or aversion towards, or seeks to exclude an individual or group from participation
because of these characteristics.
(D) Fraud, libel, defamation or illegal activity of any kind in the conduct of Club
business.
(E) Illegal or unethical professional conduct outside the Club if that misconduct
could significantly damage the Club, its staff, its members or its assets.
(F) Harassment, threats or any action directed toward Club employees that violate
Club employment policies or are covered by law.
(c) Dealing with Disruptive Personal Behavior
(i) The chair of the relevant Club entity has an obligation to deal quickly and
decisively with violations of the affirmative standards of conduct or actions
constituting misconduct. All disputes over personal behavior that may violate the
affirmative standards of conduct or may constitute misconduct should be resolved
at the most local level, and informally whenever possible. Disputes over personal
behavior may also warrant the removal, suspension or barring the member from
leadership positions or participation in certain activities.
(ii) Formal actions under Standing Rule 5.10.2 can be taken to remove, suspend or
bar members from leadership positions (except members of the Board of
Directors) or participation in certain activities.
(iii) Immediate Suspension
A. The Executive Director, Board President, and the Chair of the Board Volunteer
Leadership Advisory Committee, or their acting designee, together have authority
to immediately suspend a member from leadership positions (except members of
the Board of Directors) or from participation in specific Club activities for
misconduct. Any Club member who believes that a member has engaged in
misconduct can make a written request to the Club’s Executive Office for the
immediate suspension of that member from a leadership position (excepting
members of the Board of Directors) or from participation in specific Club
activities.

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B. Any action to immediately suspend a member for misconduct must be based on
a fair assessment (clear documentation, multiple reports, direct communication
with those involved) that creates strong reason to believe that misconduct
occurred.
C. In cases of the immediate suspension of elected leaders, the process for
Termination of Membership or Suspension of Member Privileges (Standing Rule
5.10.2), or the process for resolving conflicts between volunteers and staff must
be used to determine whether the suspension should be reversed, extended for a
specific period of time, or made permanent. One of these processes must be
initiated within three weeks of a suspension.
(d) Resolving Disputes
(i) Policy Disputes. When there is a dispute regarding interpretation, application
or disregard for Club Bylaws, these Standing Rules, policies, guidelines or other
governing procedures, leaders should seek clarification from the relevant staff
entity, for referral or appeal if necessary to the appropriate Board Advisory
Committee or the Executive Committee. No leader should act in violation of a
policy interpretation that has been provided by the appropriate staff entity. If the
leader believes the interpretation is incorrect, he or she should appeal or seek
clarification from the appropriate Board Advisory Committee or the Executive
Committee, but shall not act in violation of the interpretation the leader has
received.
(ii) Decision-Making Disputes
(A) All Club leaders involved in a contentious decision-making process are
nevertheless expected to behave according to these Standards of Conduct. This
includes decisions regarding priorities for action, strategies and tactics, and the
allocation of resources where differences of opinion can be heated.
(B) All disputes among volunteers should be resolved at the most local level
possible. If these disputes cannot be resolved locally, the Office of Volunteer and
Activist Services shall provide assistance in resolving disputes.
(e) Authority is delegated to the Board Volunteer Leadership Advisory
Committee to develop and adapt, as needed, guidelines for resolving disputes over
these Standards of Conduct.
(f) Board Discretion. These procedures shall not deprive the Board, at any point
in the process, from taking such actions as it may deem necessary or advisable for
the best interests of the Club.
Earlier version adopted as a policy 03/17-18/90; this version adopted as a
SR 11/15-16/02; amended 09/10-11/04, 05/19-20/06, 02/24/07, 05/16/08,
11/20/10

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SR. 2.2.7: Sexual Harassment
(a) Sexual harassment of Club employees or in Club workplaces is prohibited as
provided by law and as governed by Club employment policies and contracts.
Any complaints or concerns about sexual harassment of Club staff, or in Club
offices, should be reported to a staff supervisor and to the Director of Human
Resources.
(b) Sexual harassment of Club members, volunteers or others who participate in
Club-sponsored activities is also prohibited. This includes: (i) repeated,
unwelcome sexual suggestions or physical contact at any time during Clubsponsored activities or directly related to them; (ii) sexual language or images that
create an offensive environment at Club meetings or other Club-sponsored
activities; (iii) use of Club contact information to make repeated, unwelcome
personal or sexual suggestions outside of Club-sponsored activities; or (iv)
demands for sexual favors made explicitly or implicitly a condition for support of
a volunteer appointment or volunteer request.
(c) All complaints of sexual harassment are to be treated seriously by relevant
Club staff and volunteer leaders, in confidence, and without retaliation or hostility
toward the individual complaining.
(d) Sexual harassment can be grounds for termination of Club membership in
accordance with SR.5.10.2, Removal of Members from Leadership or from the
Club, or termination of employment as governed by Club employment policies
and contracts. Sexual assault is considered serious misconduct, as governed by
SR. 2.2.6, Standards of Conduct.
Adopted 03/15/92; amended 09/24-25/94, 02/16/06, 05/19-20/06
[Any complaint regarding sexual harassment that involves volunteer leaders or
activities should be directed to the Office of Volunteer and Activist Services for
further guidance and action if needed. Complaints or concerns about sexual
harassment that involve Club employees should be reported to the Director of
Human Resources.]
Bylaw 3: PRINCIPAL OFFICE
3.1. The principal office of the Sierra Club shall be fixed and located at such place as
the Board of Directors shall determine. The Board is granted full power and
authority to change the principal office from one location to another.
Bylaw 4: MEMBERSHIP
Section 1: Classification, Application, and Dues

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4.1. Any person interested in advancing the purposes of the Sierra Club may
become a member. There is no limitation on the number of members or
memberships authorized. [5310]
SR. 4.1.1: Rights of Members
In accordance with Corporation Law section 5057, the only membership rights of
members of the Club are the rights specifically provided by the Articles, Bylaws,
and the Corporation Law. All other privileges or opportunities granted to
members of the Club under its Standing Rules, policies, or the bylaws or rules of
Club subentities are not rights of membership in the Club for purposes of
Corporation Law section 5057.
Adopted 07/20/02, 05/19-20/06, 02/24/07
SR 4.1.2: Access to Membership List
(a) A Club member in good standing may request access to the names and postal
addresses of Club members for a purpose reasonably related to that member’s
interest as a Club member. All requests must: (i) be made in writing; (ii) include
the Club member’s name, address and, if known, Club membership number; (iii)
be directed to the Club Secretary, care of the Executive Office; (iv) specify the
entire list or that portion of it, based solely on criteria discernable from postal
address and/or voting rights, being requested; and (v) clearly state the purpose for
which access is requested. To assist in showing that the request is made for a
purpose reasonably related to the member’s interest as a Club member, a copy of
the material to be mailed may be submitted with the request. In any event, a copy
of the material must be sent to the Executive Office at the time it is mailed to
Club members.
(b) Access to the membership list will be provided through a Club-approved
mailing house for one-time use. The Club will charge a fee for its cost of
compiling and supplying the requested list to the mailing house. All other costs
associated with the mailing, including printing and mailing house fees, are the
sole responsibility of the Club member and should be arranged with and paid
directly to the mailing house. [6330]
Adopted 11/19-20/04, 05/19-20/06, 02/24/07
4.2. There shall be several classes of membership: Regular, Life, and such other
special classes as the Board of Directors may establish. The Board may discontinue
any membership class it previously established; any member in a discontinued class
shall be transferred to another class with equivalent privileges and without increase
in dues until that member's next membership anniversary. [5330]

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SR 4.2.1: Membership Classes
(a) In addition to the Regular and Life membership classes established in Bylaw
4.2, the Board of Directors establishes an Introductory (Affiliate) class of
membership. Regular and Introductory (Affiliate) classes are further categorized
as Standard, Supporting, Contributing, Student, Senior (60 years or older), or
Limited Income. Each of the three membership classes may also be further
categorized as a joint membership for two persons residing at the same address.
(b) The dues for each class and category of membership shall be set by the Board
annually in adopting the Club operating budget or more frequently by separate
resolution.
(c) A person qualifies to become a Life Member upon written application and
payment of the dues set for the Life membership class. A person qualifies to
become a Regular Member upon written application, payment of the prescribed
dues, and demonstration of an interest in advancing the purposes of the Club by
having been affiliated with the Club as an Introductory (Affiliate) Member.
(d) An Introductory (Affiliate) Member shall have all the rights, privileges,
preferences, restrictions and conditions of Club membership under its articles,
bylaws, standing rules, and policies, except that Introductory (Affiliate) Members
shall not be entitled to vote on Club matters put to the national vote of members.
An Introductory (Affiliate) Member is not a "member" of the Club as defined in
the Corporation Law section 5056. Once the Club has accepted an Introductory
(Affiliate) Member's renewal of Club membership, that person shall become a
Regular Member.
(e) Subsections (c) and (d) of this Standing Rule shall be effective for all persons
who join the Club after February 1, 2006.
Adopted 11/21-22/81; amended 11/15-16/86, 02/21-22/98,
09/26-27/98, 07/17/99, 07/22/00, 11/19-20/05, 05/19-20/06
4.3. Membership shall be granted upon written application, submitted in the form
and manner specified by the Secretary of the Club. The application shall be
accompanied by such dues or fees as have been set for the class of membership for
which application is made. The application shall contain such information as the
Secretary may reasonably require.
SR.4.3.1: Club Membership Requirement for Leadership Positions
In order for a person to hold any elected or appointed volunteer leadership
position at any level of the Club – including membership on a national committee,
Club Council, or chapter, group or section committee – that person must be a
Club member. No individual shall be added to the Club's leadership roster until
he or she has become a member of record.
Adopted 09/18-19/93; amended 05/19-20/06, 02/24/07

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4.4. The annual dues for each class of membership shall be set by the Board of
Directors. The Board may exempt any class or any member from dues.
4.5. A portion of the annual dues from each membership shall be specified by the
Board of Directors as a subscription price to the Sierra Club Bulletin and
appropriate regional, chapter, and local group publications.
4.6. No member may transfer to another person a membership or any right arising
therefrom. Membership shall terminate upon the death or resignation of the person
or persons holding the membership or for nonpayment of the annual dues after the
grace period, if any, set by the Board. No member shall have any property right by
virtue of membership. [5320, 5340]
Section 2: Meetings and Voting
4.7. Chapter delegates to the Sierra Club Council are designated to represent the
membership as delegates to an annual meeting of the Club for the purpose of
discussing the activities and operation of the Club and making recommendations to
the Board of Directors. This meeting shall be held in conjunction with the annual
meeting of the Board or at such other time and place as are designated by the
Board. The Secretary of the Club shall provide for notice of this meeting to be sent
to all delegates and alternates at least 30 days in advance of the meeting. [5152,
5510-5512]
SR. 4.7.1: Meetings
Members may attend any meeting of the Board or of any committee thereof (i.e.,
any committee consisting solely of Board members), except as provided in Bylaw
5, paragraph 5.14, and Standing Rule 5.13.1. Members may attend meetings of
the Club Council, chapters and groups, except as provided by their respective
bylaws. All other subunits of the Club may, but are not required to, allow
members to attend their meetings. When so ordered by the President or the chair
of the meeting or by resolution of the meeting body, attendance by the general
public at any meeting may be restricted without affecting the authority of the
actions taken at the meeting.
Adopted 11/20-21/82, 05/19-20/06, 02/24/07
SR. 4.7.2: Meetings – Rules of Order
Meetings of the Board and the Executive Committee shall be conducted according
to Robert's Rules of Order, Revised, or such other rules of order as are adopted by
the meeting and are consistent with the Bylaws of the Club, these Standing Rules,
and the Corporation Law.
Adopted 11/20-21/82; amended 05/19-20/06, 02/24/07

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SR. 4.7.3: Votes by Electronic Mail
Club entities may conduct votes by electronic mail, if the minimum requirements
listed below are met. As used in this Standing Rule, “Club entity(ies)” means the
Club Council, chapters, groups and all other Club subunits, but not the Board
itself or any committees thereof (i.e., any committee consisting solely of Board
members). Minimum requirements for electronic mail votes are:
(a) the Club entity has authorized voting by electronic mail in advance;
(b) voting members of the Club entity all receive the same information, including
each member’s vote;
(c) a date and time is set for the start and end of each electronic mail vote;
(d) a member may change his or her vote at any time prior to the final date and
time set for the end of each electronic vote;
(e) only a discrete main motion may be voted on by electronic mail;
(f) no motion is approved by less than a majority of the current voting members of
the entity, excluding vacancies; and
(g) votes by electronic mail are recorded in the minutes of the next regular
meeting.
Adopted 02/24/07; amended 07/19/07
SR. 4.7.4: Meetings – No Smoking
There shall be no smoking indoors at meetings of the Club.
Adopted 11/20-21/82; amended 05/19-20/06, 02/24/07
SR. 4.7.5: Access to Club Meetings and Activities to the Disabled
(a) Meeting Facilities. All meetings of the Club, including the Board, chapters,
groups, committees, task forces and subcommittees, will be held in locations that
fully meet the physical requirements for access by the mobility impaired. The
only exceptions will be:
(i) Meetings that are confidential or for other Club-business related reasons are
not open to people outside the meeting. However, all member participants of
that meeting must be accommodated with access.
(ii) Meetings which are called for an emergency situation with only five days
or less advance notice. In any event, an effort should be made to find an
accessible location first, but if one cannot be found, then an emergency
meeting may be held in a location that may not be fully accessible.
(iii) Communities where there are no accessible public meeting facilities
available that would not place a financial burden on the entity. In this event, a
location may be used that meets the specific accessibility needs of members
who might attend, but may not fully meet all requirements for public facilities.

13

(b) Club Events and Activities. All general membership events, events sponsored
or cosponsored by any Club entity, and events where a Club employee or member
works and that use the Club’s name will be held in facilities that are fully
accessible to disabled people. The only exception will be an activity that involves
natural, rather than human-made, barriers, such as a Club-sponsored hike.
However, anyone who is safely able to participate in the activity will be permitted
to do so.
(c) Club Offices. Upon the expiration of existing leases, all Club offices will be
located in fully accessible facilities. No lease should be renewed unless the space
meets all accessibility requirements for public facilities.
Adopted 05/7-8/94; amended 05/19-20/06, 02/24/07
4.8. All actions requiring a vote of the membership shall be decided by written ballot
as provided for in Bylaw 5, Section 2, and Bylaw 11. A quorum for any ballot or for
any meeting of the members shall be five percent (5%) of the membership on the
date of record set by the Board of Directors in accordance with law. Each person
who is a member on the date of record shall be eligible to vote and shall have one
vote on any issue presented to the membership except as provided in Paragraph 5.7.
Voting by proxy shall not be permitted. [5512, 5513, 5610, 5611, 5613]
SR. 4.8.1: Voting by Members
All Regular and Life members of record on January 31 shall be sent ballots for the
annual election of Directors, as provided in the Bylaws, paragraphs 4.8 and 5.6
and Standing Rule 4.2.1. Each such individual member shall be sent one ballot;
joint memberships shall receive two ballots.
Adopted 11/21-22/81; amended 05/19-20/06, 02/24/07
Section 3: Liabilities of Members
4.9. Members, as such, shall not be personally liable for any debts, liabilities, or
obligations of the Club, and any and all creditors shall look only to the assets of the
Club for payment. [5350]
Bylaw 5: BOARD OF DIRECTORS
Section 1: Number and Powers of Directors
5.1. Subject to the powers of the members as provided by law or these Bylaws, the
activities and affairs of the Club shall be conducted and all corporate powers shall
be exercised by or under the direction of a Board of Directors of fifteen (15)
members of the Club. A majority of the Directors then in office, but not less than
three (3), shall constitute a quorum for the transaction of business by the Board.
The Board may delegate management of the activities of the Club to any person or
persons or committee, however composed, provided that the activities and affairs of

14

the Club shall be managed and all corporate powers shall be exercised under the
ultimate direction of the Board. [5151, 5210, 5211]
SR. 5.1.1: Indemnification and Insurance
(a) The Club shall, to the maximum extent permitted by the Corporation Law,
indemnify its Directors and officers against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, arising by reason or fact that any such
person is or was an officer or Director of the Club, and shall advance to such
officer or Director expenses in preparing for or defending any such action or
proceeding to the maximum extent permitted by law. For purposes of this
section, a “Director” or “officer” of the Club shall mean any person who is a
Director or officer of the Club, or is serving at the request of the Club as a
Director or officer of another corporation or enterprise. The Board may, in its
discretion, provide by resolution for the indemnification of, or advancement of
expenses to, other corporate “agents,” as that term is used in Section 5238(a) of
the Corporation Law, and may likewise refuse to provide for indemnification or
advancement of expenses except to the extent any such indemnification is
mandatory thereunder or under Section 2802 of the Labor Code of the State of
California.
(b) The Club shall, to the extent practicable and permitted by the Corporation
Law, maintain insurance on behalf of its Directors and officers against any
expenses, judgments, fines, settlements and other amounts actually and reasonable
incurred by such Directors and officers in their capacity as such as a result of any
threatened lawsuit, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative.
Adopted 05/2-3/87; amended 05/19-20/06, 02/24/07
Section 2: Nomination, Election, and Term of Office
5.2. The Board shall provide for the appointment, at least six months before the
annual election, of seven members of the Club, none of whom shall then be a
Director, to constitute a Nominating Committee. This committee shall nominate at
least seven candidates for election as Directors for the ensuing term. [5521]

SR. 5.2.1: Close of Nominations
The close of nominations shall occur on the second Wednesday in January.
Adopted 09/26-27/98

15

SR. 5.2.2: Nominating Committee Appointments
The President shall appoint the members of the Nominating Committee, subject to
confirmation by the Executive Committee. Terms of appointment will be for
three years, with yearly appointments made on a 3-2-2 rotation. At least one
year’s absence from the committee shall occur before a member is eligible for
reappointment. The president shall annually designate one of the continuing
members as chair of the committee. All appointments shall be made and
confirmed by March 31.
Adopted 11/20-21/82; amended 05/19-20/06, 02/24/07, 11/21/09
SR. 5.2.3: Eligibility of Employees and Former Employees for Nomination
Club employees are ineligible for nomination as Director. Former employees
shall remain ineligible for a period of two years after the last date of their
employment. Former temporary employees who have worked for the Club less
than six months in the previous two years shall be eligible for nomination as a
Director three months after their last day of employment. Persons who are paid
by the Club as independent contractors or consultants rather than employees are
not subject to the two-year period of ineligibility, but may not continue the
financial relationship with the Club after being nominated either by the
Nominating Committee or by petition.
Adopted 11/20-21/82; amended 11/15-16/97, 05/19-20/06, 2/24/07
Bylaw 5 (cont.)
5.3. Members of the Club comprising one-twentieth of one percent (1/20% or
0.0005) of the membership, but not less than 100 or more than 500, may also
nominate one or more candidates for Director by a petition signed within eleven (11)
months preceding the next election and delivered to the principal office of the Club
by the date set for the close of nominations. [5521]
SR. 5.3.1: Nominations – Petitions
(a) Before petitions are circulated for nomination of a Director, the Secretary must
be notified of each proposed nominee in writing by mail, fax or e-mail, in care of the
Executive Office in San Francisco, by noon Pacific time on the last business day in
November. The written consent of each proposed nominee must be received before
petitions for them are circulated.
(b) All Regular and Life members of record on April 30 shall be counted for
determining the number of signatures required on a petition to nominate a
candidate for Director. On the date the petition is signed, the signer must have
been a member of the Club in any membership class for at least 60 days.
(c) Members for whom nomination petitions are being circulated shall be called
"petitioners." Petitioners become "candidates" and "nominees" after the Secretary

16

certifies that their petitions meet the requirements of the Bylaws and Standing Rules.
The provisions of Standing Rules 5.2.1 through 5.6.2 apply equally to petitioners
and nominees (candidates).
(d) Petitions must use the signature forms created by the Executive Office or fullsized copies thereof, but the top may carry a short promotional paragraph about
the petitioner, the back may be used for biographical material, and the bottom
may specify mailing directly to the Executive Office or some other place.
Separate forms must be used for each petitioner. Each signature must be
accompanied by a legible printed name, the date of signing, and the membership
number and/or address of the signer. No signature dated earlier than 11 months
before the date of the election, dated before a petitioner has notified the Secretary
of their candidacy, or any undated signature will be counted. Signed petitions
shall be delivered in original, facsimile, or by electronic transmission capable of
bring printed in clearly legible tangible form to the Executive Office by noon
Pacific time on the date set for the close of nominations. Acceptance by a
regulated carrier that commits to delivery by the deadline shall constitute timely
delivery, provided that actual delivery does not occur more than one day late.
(e) Petitions shall be retained by the Executive Office for four months after the
close of nominations.
Adopted 11/20-21/82; amended 02/1-2/86, 11/11-12/89, 09/21-22/96,
09/26-27/98, 11/14-15/98, 11/13-14/99, 11/16-18/01, 09/19-20/03, 05/19-20/06
5.4. All nominees must be members of the Club in good standing, must have been
members of the Club in good standing continuously for one year prior to the date
set for the close of nominations, and must agree to accept the nomination.
Nominations shall be closed on December 30, or such later date as is fifteen (15)
weeks preceding the date set for counting the ballots. The Nominating Committee
shall request the nominees individually to submit a statement on behalf of their
candidacy no later than two (2) weeks after the close of nominations. The
committee shall then file the nominations and statements with the Secretary, with
the nominations arranged in an order determined by lot. The form of the statement
shall be established by the Nominating Committee, which shall decide on any
questions of compliance with any standards that the committee may establish with
respect to such form. [5522]
SR. 5.4.1: One-Year Requirement
Nominees must have been members of the Club in any membership class
continuously for one year prior to the date set for the close of nominations.
Adopted February 24, 2007
5.5. The Board shall appoint from the membership of the Club three (3) Inspectors
of Election and a number of alternates, who shall supervise the election, oversee the
counting of ballots, tabulate the results, and report to the President and the

17

Secretary in writing the number of votes for each candidate and the names of those
elected to serve as Directors. No Director or nominee may serve as an Inspector of
Election or alternate. [5615]
5.6. At least four (4) weeks before the date set for counting the ballots, a ballot
containing the names of the nominees, in the order presented by the Nominating
Committee, shall be mailed to each member of the Club eligible to vote. The ballot
shall be accompanied by the statement of each nominee. If no statement has been
received from a nominee, it shall be so indicated, but the nominee's name shall
remain on the ballot. [5513]
SR. 5.6.1: Promotion of Candidates
(a) General Matters. (i) Candidates for Director shall be provided reasonable
opportunity to solicit votes and promote their views, and members shall have
reasonable opportunity to exchange views freely.
(ii) As used in this Standing Rule, “Club entity(ies)” means any chapter, group,
section, committee or other body operating under the authority of the Board, but
not the Board itself.
(iii) Without authorization of the Board by resolution or except as provided in the
Bylaws and these Standing Rules, no Club funds or other resources, including those
of Club entities, shall be used to support or oppose any candidate for Director,
including activities related to circulation of petitions. Resources include official
publications and other forums, such as newsletters and web pages, but do not include
the Club President, even if he or she receives a stipend.
(iv) Any Club entity may expend Club funds to carry out its designated duties in
connection with the election. Any Club entity may expend Club funds to publicize
the election, its timing, or to urge members to exercise their right to vote, or to
inform members about the election procedures and rules, but no expenditure made
under this subsection shall mention or provide support for or opposition to any
candidate or group of candidates in the election.
(b) Candidate Statements. (i) A statement from each nominee shall be distributed
with the ballot mailed to each Regular or Life member. Statements and
photographs, if they are to be included in the ballot materials, shall be delivered to
the Club’s Executive Office by noon Pacific time on a date set by the Nominating
Committee, not more than two weeks after the close of nominations.
(ii) The Nominating Committee shall prescribe the form of the statements, including
the number of words and of paragraphs or indentations, the use of bullets or other
printer’s marks and specific information (for example, length of membership, offices
held and other experience in the Club) that the committee may require of all

18

candidates. Candidates must submit with their statements evidence that each listed
endorser has agreed to be so listed.
(iii) Candidate statements shall be reviewed for length, form and significant errors of
fact about the Club by a Ballot Statement Review Committee. The committee shall
consist of three Club members who are neither Directors, candidates for Director,
nor members of the Nominating Committee, appointed annually and jointly by the
Nominating Committee and Board of Directors or its Executive Committee. No
change in a statement shall be made without the nominee’s specific consent, except
to conform to the prescribed format (no substantive wording changes) or to delete
any words beyond the limit. If the candidate does not make the statement conform
to the prescribed format and/or word limit within five days of a request, the
committee shall change the statement to do so. If a candidate, on request of the
committee, refuses to remove significant errors of fact (but not differences of
opinion) about the Club or any candidate from the statement, the Secretary, at the
request of the committee, shall cause a correction or note to be published in the
ballot materials, subject to an appeal to the Inspectors. An asterisk or other mark in
the candidate’s statement may be included to make the correction clear.
(iv) The introductory material that accompanies the candidates' statements for the
election of Directors shall indicate whether the candidate was nominated by the
Nominating Committee or by petition. There shall also be indication after each
candidate's statement and/or under each candidate's photograph, as well as on the
ballot, as to whether the candidate was nominated by the Nominating Committee
or by petition.
(c) Articles. (i) No articles or messages by or about individual candidates shall be
published in SIERRA, Club newsletters, web pages, or other Club publications
between the close of nominations and the date set for counting Club ballots, except
(A) for routine articles or messages (defined below), or (B) if all candidates are
given at least seven days written notice, through the Club’s Executive Office, to
submit an article or message of equal length to be published with equal prominence
in the same publication.
(ii) An article or message is "about" a nominee or petition candidate if it either
mentions the fact that the member is a candidate or has as its principal focus the
candidate, as opposed to an incidental reference. An article or message is not “about
a candidate” if it merely discusses the Club’s elections, the functioning of the Board,
or issues presented by the election without mentioning the names of any individual
candidate or expressly advocating that members vote for or against any identifiable
subset of candidates. An article or message is "routine" if it (A) does not mention
the fact that the author or subject is a candidate, (B) does not mention the election,
(C) relates to the candidate’s performance of duties in an elected or appointed Club
capacity, (D) is timely for Club purposes, and (E) is sent or published only to
members who would normally receive similar articles or messages. Periodic reports

19

by the Club President to leaders and activists are routine even if the President is a
candidate for reelection, so long as these reports do not mention the Club election.
(iii) During the nominating and election process, the Nominating Committee, in
cooperation with the Chief Inspector of the Election, shall distribute to
appropriate chapter and group leaders and editors memos in which the following
matters are discussed:
(A) the nature of the nominating process and the criteria used;
(B) the availability of the petition process and a description of the procedures;
(C) a statement of this Standing Rule on Promotion of Candidates;
(D) a plea for orderly process in elections, asking that members vote for the
candidates that in their opinion would best serve the overall interests of the Club
and its members.
The Secretary is authorized to include items (A) and (D), above, in an
introduction to the candidates’ statements distributed with the ballot, so long as no
reference is made to any individual candidate or groups of candidates other than
all candidates nominated by the Nominating Committee as a class. If any issues
are also on the ballot, these materials should cover the rules about electioneering
about them as well (SR. 11.2.2).
(d) Advertising. No Club publication, including chapter and group newsletters, web
pages and electronic bulletin board systems, shall carry advertising for or against a
candidate.
(e) Forums & Discussion Lists. (i) The Club may have a forum for Director
candidates to answer questions selected by a Forum Questions Committee
appointed by the Volunteer Leadership Advisory Committee. This committee shall
consist of three representatives of the Council of Club Leaders and three other
members. Germane discussion of Board candidates (for example, discussing
forestry aspects of a candidacy on a forestry list) may take place on any other Club
discussion list, subject to the usual rules of the list and unless barred by the
sponsor/owner of the list. The rules may limit the length and frequency of messages
from a discussant. The poster of a message about a candidate shall send a copy of
the message to the candidate.
(ii) Under the rules issued by Inspectors of the Election, the Club may have a
Club-sponsored election information website to provide links to election-related
sites of the candidates’ choosing.
(f) Meetings. Candidates or their proxies may speak to groups of Club members
about their candidacy at regularly scheduled meetings and outings as long as no
additional Club funds are spent. Candidates or proxies who travel to meetings at
Club expense may not discuss their candidacy on the floor of the meeting other than
a brief announcement that the member is a candidate. Club entities may hold
scheduled candidate forums provided that all candidates are given adequate notice
and an opportunity to participate.

20

(g) Chapter Endorsements. Chapters, but not groups or other Club entities, may
vote to recommend one or more candidates in the election to the Board. Such a
chapter recommendation must be adopted in a regular or special meeting by a
two-thirds majority of the number of executive committee members of the chapter
then in office. All candidates shall be given reasonable notice of any meeting at
which such a recommendation is to be considered and provided an opportunity to
make written materials relevant to their candidacy available at the meeting, at no
cost to the chapter, for consideration by the executive committee. Chapters and
groups may expend Club funds to communicate such a recommendation by the
publication of the following statement in the newsletters and websites of the
chapter and its own groups. “The [insert chapter name] recommends a vote for
[insert names of supported candidates] in the upcoming election for the Sierra
Club’s Board of Directors.”
(h) Mailings. (i) A member’s request for access to the membership list to
communicate with other Club members about candidates in a Club election is a
purpose reasonably related to that member’s interest as a Club member. [see SR
4.1.2]. A copy of such communication and a description of the members to which
it was sent must be sent to each candidate in the election and to the Executive
Office at the time it is first sent to Club members.
(ii) The Executive Office will notify all candidates in the Club election of
requests when all required information and fees are received (“Valid Requests”).
Valid Requests for access to the membership list to communicate about
candidates in a Club election must be received at least 40 days before the date set
for counting the ballots in that Club election. If any such Valid Request is
received, other such Valid Requests may be made until 30 days before the date set
for counting ballots in that same Club election.
(iii) A Club member in good standing may use published Club lists, including the
Leader Directory, to communicate with Club leaders about Club elections.
However, e-mail addresses and telephone numbers from the Leader Directory
may not be used by a Club member for fundraising of any kind.
(i) Candidate Websites. Individual candidates or groups of candidates may have
their own promotional websites. To avoid any misunderstanding, the opening
page of any such site must say “This site is not sponsored or supported by the
Sierra Club.”
(j) Records and Reporting. (i) For six months after the election, candidates shall
keep records of (A) contributions aggregating $100 or more from one person
(including such contributions from the candidate), which records shall include the
identity (name, address and telephone number) of the contributor, date, amount of
contribution, and aggregate number of that person's contributions, and (B)
expenditures of $100 or more, including recipient, amount, date and purpose.

21

(ii) Each candidate shall report this information to the Inspectors of Election and
to the Executive Office (A) 40 days before the date set for the counting the ballots
and (B) within five days of receipt of a request for the information from the
Inspectors of Election or the Executive Office. The reports shall be available for
inspection and copying by any member.
Adopted 09/10-11/83; amended 09/13-14/86, 11/11-12/89, 09/18-19/93,
09/24-25/94, 11/18-19/95, 09/21-22/96, 11/15-16/97, 09/26-27/98,
11/14-15/98, 11/13-14/99, 11/16-18/01, 09/19-20/03, 11/19-20/04,
07/16/05, 11/19-20/05, 05/19-20/06, 11/19/06, 02/24/07, 09/29/07,
05/16/08, 10/16/08, 09/25/10, 10/20/11
SR. 5.6.2: Complaints, Appeals, Remedies & Sanctions
(a) Complaints. Once the election process has begun, any Club member may
complain to the Inspectors of Election about a violation of these Standing Rules, the
Bylaws or applicable law governing the conduct of the Club’s annual election by
any person or entity, or the Inspectors may consider a potential violation on their
own. The election process will begin at the following time (i) for elections to the
Board, when the Nominating Committee has made its report to the Board, or when a
petitioner for Director has notified the Secretary of an intention to circulate petitions,
whichever occurs sooner; or (ii) for ballot issues when the Secretary has approved a
resolution and petition for circulation. To guarantee review, a complaint must be
received within 10 days of an alleged violation, but the Inspectors may entertain a
complaint made later. Except for complaints received within five days of an alleged
violation or about the vote counting process, no new complaints will be considered if
made later than five days after the date set for counting the ballots. The Inspectors
may also make advisory rulings before a proposed action is taken. Decisions shall
be based on the Club’s Bylaws and Standing Rules, in conformance with California
law, to ensure a fair election.
(b) Remedies and Sanctions. The Inspectors may take such action as may be proper
to conduct the election or vote with fairness to all members, including, but not
limited to requiring a Club entity or member to remedy any violation through (i) an
expenditure to remedy the violation or (ii) repayment to the Club of the value of any
resources used.
(c) Content and Availability of Rulings
(i) Written rulings of the Inspectors on complaints must state the reason(s) for the
ruling, including summaries of written documents relied on by the Inspectors to
support the ruling. These written rulings will be made available to the complainant
and on the Club’s extranet as soon as practicable, accompanied on the Club extranet
by the complaint leading to such ruling, if received by the Inspectors in writing.

22

(ii) In their discretion, the Inspectors also may make available on the Club’s extranet
other written documents related to their ruling or may make such documents
available to the complainant prior to their ruling, except those documents designated
as attorney work-product or privileged. This subsection (ii) shall not be the basis for
any complaint or appeal to the Board.
(d) Appeals to Board
(i). A party aggrieved by any decision of the Inspectors may appeal to the Board by
filing a written statement setting forth the basis of the appeal delivered by ordinary
mail, email, or fax transmission to the Secretary in care of the Executive Office, with
a copy to the Inspectors, within five days of notice from the Inspectors to the
complainant of the Inspectors’ decision, or afterwards if good cause for the delay is
shown. The Board may entertain appeals at its discretion, but must decide all
appeals it elects to consider within 20 days following the date set for counting the
ballots. Board decisions on appeals will be transmitted in writing to the appellant
and the Inspectors by the Secretary as soon as practicable.
(ii) If the Board entertains an appeal and finds that the Inspectors have erred as to
the meaning of the Bylaws or Standing Rules, the Board shall state the proper
meaning and remand the ruling to the Inspectors for reconsideration. If the Board
entertains an appeal and finds credible and sufficient evidence that the Inspectors
have erred as to a material fact supporting the ruling, the Board shall remand the
ruling to the Inspectors for further investigation and reconsideration. If the Board
entertains an appeal and finds that the Inspectors have not so erred, it shall affirm
the ruling.
(iii) If a Director is alleged to have committed an election violation, the Director
may remain present during the deliberations and the vote on an appeal from a
ruling of the Inspectors about the alleged violation, but the Director shall not vote
on whether to entertain the appeal or on its merits. Directors also shall not vote
on an appeal involving a transaction between the Director and the Club in which
the Director has a material financial interest. No vote on an appeal is the act of
the Board unless a majority of the Board members who are present at the meeting
vote to take such action.
(e) Certification of Election. Unless an appeal of a decision made by the Inspectors
is pending before the Board, the Inspectors may certify the election results and
officially report them to the Secretary at the end of the fifth day after the date set for
counting of the ballots. If an appeal of a decision made by the Inspectors is pending
before the Board, the Inspectors may certify the election results and officially report
them to the Secretary promptly after the Board declines to hear the appeal or the
Board decides the appeal, or at the end of the twentieth day after the date set for
counting of the ballots.
Adopted 11/18-19/95, 11/14-15/98, 09/19-20/03, 11/19-20/04
05/19-20/06

23

5.7. Each voter shall be allowed to vote for up to five (5) candidates; a voter may not
cumulate votes for any candidate. Ballots shall be returned to the principal office of
the Club or to such other place as is designated by the Inspectors of Election.
Ballots shall be counted on the second Saturday of April or on such later date,
which shall be no later than June 1, as is set by the Board of Directors. No ballot
shall be counted if received later than 12:00 o'clock noon on the date set for
counting the ballots. The five (5) candidates receiving the highest number of votes
shall be elected. Upon receipt of the report of the Inspectors of Election, the
Secretary shall notify in writing the members elected. [5616]
5.8. Each Director shall be elected for a term of three (3) years. A Director may
serve for an unlimited number of terms, providing that a minimum period of one
year's absence from the Board shall occur after any two (2) consecutive full threeyear terms. The Directors shall enter upon their term of office at the annual
meeting of the Board of Directors and shall hold office until their successors have
been elected and qualified. [5220]
5.9. A vacancy on the Board shall occur on the death, incapacity, resignation, or
removal of any Director, or otherwise as provided by law. A majority of the
remaining Directors or Director then in office may elect any member in good
standing to fill any vacancy for the remainder of the term, except as restricted by
Paragraph 5.8. [5220, 5224]
5.10. Any Director or other officer of the Club may be removed from office by a
majority vote of all ballots cast in a special ballot of the Club, called by a petition
signed by five percent (5%) of the members and conducted as provided in
Paragraph 11.3. The petition shall individually name each Director or officer whose
removal is being requested. Any Director who misses three (3) consecutive meetings
of the Board of Directors may be removed from office by vote of the remaining
Directors. [5221, 5222, 5510]
SR. 5.10.1: Removal – Petitions
All Regular and Life members of record on April 30 shall be counted for determining
the number of signatures required on a petition to call a vote to remove any Director
or other officer of the Club. On the date the petition is signed, the signer must have
been a member of the Club in any membership class for at least 60 days.
Adopted 02/24/07
SR. 5.10.2: Termination of Membership or Suspension of Member Privileges
(a) The Board has an obligation to protect the Club from harm, ensure a safe and
productive working environment for members and staff, and foster a Club in which
people want to participate in its mission. To assist in fulfilling this obligation, the
Board delegates the authority for termination of Club membership or suspension of

24

member privileges, including the privilege of serving in elected or appointed Club
leadership positions, to the Executive Director, Club President, and chair of the Board
Volunteer Leadership Advisory Committee. This delegation does not impair the
authority of the Board or any Club officer to take action required in an emergency or
by law.
(b) Any Club member may request to terminate a membership or suspend a member’s
privileges by submitting such a request to the Club’s Executive Office. The reason
for such a request must be that the actions of the member:
(i) constitute Misconduct as defined by Standing Rule 2.2.6;
(ii) constitute Sexual Harassment as defined by Standing Rule 2.2.7;
(iii) significantly undermine the work of volunteers or staff by repeatedly creating a
public misimpression about the Club, its positions or policies;
(iv) are repeatedly hostile or harassing of others – in meetings, at Club activities or
offices, or in public venues – so that others become fearful, apprehensive, or reluctant
or unwilling to participate in Club activities with that member; or,
(v) have significantly disrupted or impaired the work of the Club, or will significantly
disrupt or impair it if the actions continue.
The request should include a description of the ways in which the Club is, or may be
harmed by the actions of the member; contact information for individuals who have
been affected by the actions of the member and who have information relevant to the
request; and a statement, if applicable, describing prior efforts to resolve these
concerns.
(c) Upon receipt of a request, the Executive Director, President and chair of the Board
Volunteer Leadership Advisory Committee have the discretion to determine that the
request appears to be premature, of an insignificant nature, merely a personal
grievance, or possessing some other circumstance that should be dealt with more
appropriately by other means. They shall not be obligated to take any further action
on such requests other than to inform those who have requested such action of that
determination.
(d) (i) If the Executive Director, President and Board Volunteer Leadership Advisory
Committee chair determine the request may warrant action, they will inform the
member and those who have requested the investigation of that determination. The
Executive Director, working with staff, shall then conduct an investigation, including
contact with the member who is the subject of the request and with others who have
knowledge about the situation. The results of that investigation must be presented by
staff to the Executive Director, the President and chair of the Board Volunteer
Leadership Advisory Committee (“Panel”) and they must reach consensus on
appropriate action, if any.
(ii) If they agree to take action, they will notify the member in writing of this
decision, the reasons for it, and the effective date of the action. The action will
become effective 15 days after notice is given by registered mail, or other method
reasonably calculated to provide actual notice, sent to the last address of the member
shown on the Club’s records. Copies of this notice must be sent to the chair of the

25

member's chapter and group, to the leader, member or entity initiating the request, the
chairs of any other affected entities, if known, and to the Board. This notice shall
inform the member that the termination of membership or suspension of member
privileges may be appealed in writing to the Volunteer Leadership Advisory
Committee, c/o Sierra Club Executive Office, 85 Second Street, 2nd Floor, San
Francisco CA 94105, sent not less than 5 days before the effective date of the
decision.
(e) The Volunteer Leadership Advisory Committee to shall review all timely appeals
from members and decide whether to overturn the Panel’s decision or let it stand.
Pending review of such an appeal, suspension of member privileges becomes
effective as per the notice; termination of membership only upon Volunteer
Leadership Advisory Committee action to let the decision stand.
(f) This rule, and the rules cited herein, apply to Directors only to the extent allowed
by law and the Club’s Articles and Bylaws, including Bylaw 5.10.
Adopted as a policy 03/1-2/97; amended and adopted as a Standing Rule
10/15-16/97; amended 11/16-18/01; amended 02/22/03. 05/20-21/05,
05/19-20/06, 06/15/06, 02/24/07, 05/16/08, 11/20/10
Bylaw 5 (cont.)
Section 3: Meetings
5.11. The Board of Directors shall hold its annual meeting for the purpose of
electing officers, appointing the members of the Executive Committee, and
transacting such other business as may come before it at the principal office of the
Club on the first Saturday in May, or at such other place and on such other date
after the new Directors are elected and qualified as are set by the Board, but in no
case shall the date be later than sixty (60) days following the election. [5211]
5.12. Regular meetings of the Board of Directors may be set by the Board. Special
meetings of the Board for any purpose or purposes may be called at any time by the
President or by any five (5) Directors. [5211]
5.13. The Secretary shall provide for notice of the time and place of each meeting of
the Board of Directors and each meeting of the Executive Committee. Such notice
shall be sent by first class mail to each Director at least two (2) weeks in advance of
the meeting or communicated in person, by phone, or by telegram at least one (1)
week in advance of the meeting. Notice of any regular meeting may be dispensed
with by the Board if the time and place of the meeting are set at a previous meeting
of the Board. [5015, 5211]
SR. 5.13.1: Board Meeting Procedures
(a) If an emergency special meeting of the Board is held under the waiver of
notice provisions of Section 5211 of the Corporation Law, a reasonable attempt

26

shall be made to contact all Directors in advance, even if they cannot be present,
to inform them of the purpose of the meeting.
(b) Directors may participate in any meeting of the Board through use of
conference telephone or similar communications equipment, so long as all
members participating in the meeting can hear one another and the requirements
of Corporation Law are met. Such participation constitutes presence in person at
the meeting. Members may attend such meetings by using equipment located at
the principal office of the Club.
(c) These provisions shall also apply to the Executive Committee and any other
committees of the Board.
Adopted 11/20-21/82; amended 05/19-20/06, 02/24/07
5.14. All meetings of the Board of Directors or of any executive committee or of any
committee thereof shall be open to attendance by any member of the Club in good
standing, but nothing herein shall prevent the Board or any committee from
convening in private session for the consideration of any matter; provided, however,
the vote or final action shall be taken in open session.
Section 4: Executive Committee and Committees of the Board of Directors
5.15. The Board of Directors, by a majority vote of its members, shall annually
appoint the members of an Executive Committee, consisting of the President, Vice
President, and three (3) other Directors, and may establish and appoint such other
committees of at least two (2) Directors as it deems appropriate. The Board may
appoint one or more Directors as alternate members of any such committee, who
may replace any absent member at any meeting of the committee. These
committees shall have the power and authority to act for the Board on such matters
as the Board may delegate, except as prohibited by law or these Bylaws. By
majority vote of its members, the Board may at any time revoke any or all of the
authority so granted. The committees shall keep regular minutes of their
proceedings and report the same from time to time as the Board may require. A
majority of the members of each committee shall constitute a quorum for the
transaction of business by that committee. [5212]
SR. 5.15.1: Executive Committee Membership
(a) The Executive Committee consists of the President and Vice President, as
required by Bylaw 5.15, the Secretary, the Treasurer, and the Fifth Officer.
(b) Pursuant to Bylaw 5, paragraph 5.15, the Board hereby delegates to the
Executive Committee the authority:
(i) to act for the Board in case of emergency, or when it is impracticable to
convene the entire Board;

27

(ii) to supervise conservation-related legal actions to be filed in the name of the
Club, and to exercise supervisory authority over the Litigation Committee.
(iii) to conduct regular performance evaluations for and to set the salary of the
Executive Director, with the appointment of the Executive Director reserved to
the full Board;
(iv) to approve the President’s appointments of members of committees that
report directly to the Board, including: Nominating, Ballot Statement Review, and
Advancement Committees, with the memberships of the Board Advisory
Committees, Investment Committee, and Inspectors of the Election being
reserved for the full Board;
(v) to approve recipients of national volunteer Club awards;
(vi) to appoint the auditors for the annual audit of the Club's financial records;
(vii) to assist the President in planning and evaluating Board meetings, working
sessions, and retreats;
(viii) to remove members from leadership positions or from the Club, under the
limited circumstances provided in these Standing Rules;
(ix) to approve variations in the Club’s logo text; and
(x) to exercise the Board’s discretion with respect to indemnification and
advancement of defense costs to other corporate “agents” as provided in SR.
5.1.1.
Adopted 09/10-11/83; amended 09/24-25/94, 02/22/02; 05/16-17/03, 09/19-20/03,
05/19-20/06, 02/24/07, 05/16/08
Bylaw 6: OFFICERS
6.1. The officers of the Club shall be a President, Vice President, Secretary, and
Treasurer (Chief Financial Officer), elected annually by the Board of Directors, an
Executive Director, appointed by the Board, and such other officers as the Board
may annually appoint or authorize the President or Executive Committee to
appoint. When the duties do not conflict, a person, other than the President, may
hold more than one office. Officers other than the President, Vice President,
Secretary, and Treasurer need not be Directors. The Board may, by unanimous
vote, elect annually an Honorary President and Honorary Vice Presidents, who shall
become members of the Club exempt from payment of dues. All officers shall serve
at the pleasure of the Board and other appointing authority, if any, subject,
however, to the rights of any officer under a contract of employment. [5213]
SR. 6.1.2: Use of Officer Titles
In order to protect their distinctiveness and stature, the following titles, when used
to designate any officer or staff member of the Club, may be used only as
designated in the Bylaws or with the approval of the Board; no subunit of the
Club may use these titles:
President, Honorary President, Vice President, Honorary Vice President,
Vice President for [function or region], Director, Executive Director,

28

Chairman of the Sierra Club, Director of [department], Conservation
Director
Adopted 09/26-27/87; amended 05/19-20/06
6.2. The President shall preside at all meetings of the Club, the Board of Directors,
and the Executive Committee. The President shall exercise general supervision over
the affairs of the Club and shall have such other powers and duties as are
prescribed by law, by these Bylaws, or by the Board.
6.3. In the absence or disability of the President, the Vice President shall perform all
the duties of the President, and in so acting shall have all the powers of the
President. The Vice President shall have such other duties as may be prescribed
from time to time by the Board of Directors.
6.4. The Secretary shall keep a full and complete record of the proceedings of the
Board of Directors and shall discharge such other duties as pertain to the office or
are prescribed by law, by these Bylaws, or by the Board. In the absence of both the
President and Vice President from any meeting, the Secretary shall call the meeting
to order, and an acting president shall be elected by the meeting.
6.5. The Treasurer shall be the Chief Financial Officer of the Club and shall have
such powers and duties as are prescribed by law, by these Bylaws, or by the Board.
[5213]
6.6. The Executive Director shall be selected by and accountable to the Board of
Directors. The Executive Director shall be the general manager and chief executive
officer of the Club, subject to the supervision of the President and the Board. The
Executive Director shall be responsible for the employment and direction of staff to
advance the objectives of the Club in coordination with the activities of the
members, shall report from time to time to the Board on the activities of the Club
and its financial condition, and shall have such other duties as are prescribed from
time to time by the Board. [5213]
Bylaw 7: SIERRA CLUB COUNCIL
7.1. The Sierra Club Council shall be composed of one delegate from each chapter
and one delegate from each committee authorized by the Board of Directors to
appoint a delegate. Chapter delegates and alternates either shall be appointed by
the executive committee of the chapter from among the elected members of that
committee or shall be elected directly by the membership of the chapter, as specified
in the chapter's bylaws. Committee delegates and alternates shall be appointed by
the committee from its membership. The alternate delegate shall serve in the
absence of the delegate. Each delegate and alternate shall serve at the will of the
appointing body and must be a member of the Club in good standing.

29

SR. 7.1.1: Club Council
The Sierra Student Coalition is authorized to appoint a delegate to the Club
Council.
Adopted 11/21-22/81; amended 09/24-25/94, 05/18/02, 05/19-20/06
7.2. No Director shall be eligible to serve as a member of the Council.
7.3. The Council may make recommendations to the Board or any appropriate
committee on any matter affecting the Club and may act upon matters delegated to
it by the Board or these Bylaws.
7.4. The Council shall elect its own officers and establish its own rules of procedure.
Bylaw 8: CHAPTERS
8.1. Members of the Club who reside in the same region may, with the approval of
the Board, form a chapter of the Sierra Club. No chapter shall be approved unless
an application has been filed with the Board. The application shall be signed by at
least fifty (50) members of the Club in good standing who are residents of the
designated region. The application shall state the proposed boundaries and name
chosen by the applicants for the chapter.
8.2. As soon as the formation of a chapter has been approved by the Board, the
Secretary of the Club shall send a notice to all members of the Club who reside in
the designated territory announcing the action of the Board and setting the schedule
for election of the first executive committee of the chapter and for adoption of
bylaws. The notice shall name three of the members who signed the application as
temporary officers.
8.3. The election of an executive committee to manage the affairs of the chapter and
the adoption of bylaws shall be carried out through procedures established by the
Sierra Club Council. The bylaws of a chapter shall not contain anything that is at
variance with the expressed purposes of the Club or with these Bylaws and shall be
approved as specified by the Board before becoming effective. A chapter may not
change its name, its boundaries, or its bylaws without approval as specified by the
Board.
SR. 8.3.1: Chapter Subentities
Chapters may create and dissolve subentities to carry out the purposes of the
Club, including but not limited to groups, sections, and committees.
(a) Groups
(i) Where established by chapters, groups are fundamental organizing units of the
Club, responsible to the Club and their chapters for acting in furtherance of Club

30

policies and rules, and to their members for providing effective opportunities for
local participation in carrying out the Club's mission.
(ii) Chapter members residing in a contiguous area may petition the chapter
executive committee to form a group, subject to chapter approval of the formation
and chapter and Club approval of the group’s bylaws. No member shall belong to
more than one chapter and group. Chapters are not required to establish groups in
any particular area of their jurisdiction.
(iii) The election of an executive committee to manage the affairs of a group and
the adoption of bylaws shall be carried out through procedures established by the
Club Council. The bylaws of a group shall not contain anything that is at variance
with the expressed purposes of the Club or with the Club or chapter bylaws, and
shall be approved as specified by the Board before becoming effective. Each
group shall have at least one voting representative on the chapter executive
committee.
(iv) Groups must meet the following minimum standards:
(A) Have a fully functioning executive committee, which holds regular
meetings, keeps minutes and holds regular elections.
(B) Meet standards for fiduciary responsibility and adhere to Club policies.
(C) Offer a range of current opportunities for member participation.
(D) Engage in one or more active conservation campaigns.
(E) Communicate regularly with group members.
(F) Build Club visibility in the group’s community.
(b) Sections – Chapter or group members interested in special activities consistent
with Club purposes may petition the chapter or group executive committee to
form sections, subject to chapter or group approval of section operating
procedures or bylaws.
(c) Chapter subentities may be dissolved according to procedures established by
the Club Council.
Adopted 05/19-20/01; amended 07/20/02, 05/19-20/06
8.4. The Board may, by affirmative vote of at least nine (9) Directors, suspend or
annul a chapter if, in the judgment of the Board, 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. The Board shall not suspend or annul a chapter until the
following conditions are met: (1) written specification of the ground or grounds
upon which the proposed action is to be based shall have been furnished to the
members of the chapter involved and to the officers of the Sierra Club Council; (2) a
reasonable opportunity shall have been provided for members of the chapter to
present evidence in opposition to the proposed action with a full opportunity to be
heard thereon; and (3) the advice of the Sierra Club Council on the proposed action
shall have been received.

31

8.5. Any member of the Club who resides within the territorial limits of a chapter
shall be considered to be a member of that chapter and shall be entitled to its
privileges. No member shall belong to more than one chapter. Any member may,
upon written application to the principal office of the Club, become a member of the
chapter of the member's choice.
8.6. No dues shall be assessed or collected by a chapter; however, consistent with the
policies of the Board, chapters may conduct fundraising and other activities which
require members, as well as others, to pay a fee in order to participate. Each
chapter shall be entitled to receive from the Club a portion of the dues collected
from the membership, such amount to be determined in a manner specified by the
Board of Directors. Such amounts shall be payable to the treasurers of the chapters
quarterly as collected. Nothing in this section shall prevent the Board from allotting
additional funds to chapters for specific purposes.
S.R. 8.6.1: Bank, Savings, and Investments Accounts
Club chapter subentities within the United States having any bank, savings or
investment account, must have on that account the signature of an officer,
generally the treasurer or chair, of that chapter.
Adopted 03/01-02/97; amended 09/20-21/97, 05/19-20/06
8.7. A chapter cannot borrow money or own real estate. The Board may, however,
place the management of any of the Club's property in the hands of a chapter. All
members of the Club shall have equal privileges on such property.
8.8. Each chapter is authorized to undertake such activities as are consistent with
the purposes of the Club and are not prohibited by the Board by a general rule
applicable alike to all chapters. Chapters shall act on questions of public policy only
in pursuance of policies of the Board of Directors or in a manner consistent with
them.
Bylaw 9: COMMITTEES
9.1. The Board of Directors may provide for the establishment and appointment of
such standing or special advisory committees as it deems necessary and appropriate
to advance the purposes of the Club. All members of the Club shall be eligible for
membership upon all committees so established.
SR. 9.1.1: Litigation Committee
The Litigation Committee has the authority to approve and oversee conservationrelated legal actions, subject to supervision, including reversal, by the Board or
the Executive Committee. The Litigation Committee shall be composed of seven
members appointed by the President and confirmed by the Executive Committee.
The Litigation Committee shall adopt approval procedures for Club participation

32

in formal legal actions, including lawsuits, formal administrative proceedings, and
settlements, and shall recommend for adoptions by the Board procedures
permitting Club subunits and Club staff to initiate informal legal actions.
Adopted 09/19-20/03; amended 11/19-20/04, 05/19-20/06
SR. 9.1.2: Investment Committee
The Investment Committee is composed of the Treasurer as chair, the President, a
third Director to be elected by the full Board, and the Chair of the Investment
Advisory Committee. The Chief Financial Executive and the Investment
Advisory Committee shall serve as advisors to the Investment Committee. The
Investment Committee shall have authority to direct the investment of Club funds
according to the general investment policies adopted from time to time by the
Board. The Investment Committee shall report at least annually to the Executive
Committee on the state of the Club's investment portfolios.
Adopted 02/4-5/84; amended 05/19-20/06, 02/24/07, 09/29/07,
05/16/08
9.2. Regional committees, made up of delegates from two or more adjacent chapters,
may be established by the Board of Directors and shall have such authority to act on
matters within their respective regions as is delegated to them by the Board.
Bylaw 10: ENDOWMENT FUND
10.1. All moneys received for life memberships, and such other funds as may be
received or appropriated by the Board of Directors for permanent investment, shall
be separately and securely invested as an Endowment Fund, of which only the
income may be appropriated for expenditure; provided, however, the Fund may be
used as collateral to borrow money for limited periods of time to advance the
purposes of the Club when such a policy is approved by a majority of the Board.
[5240]
Bylaw 11: BALLOTS OF THE CLUB
11.1. Whenever the Board of Directors or the President shall decide that any
question is of such importance that it should be submitted to a vote of the
membership of the Club, or whenever such a vote is required by law or these
Bylaws, the Board shall certify to the Secretary the form in which such question
shall be submitted to the membership. [5510, 5513]
11.2. Except as provided in Bylaw 5.10, whenever a number of members of the Club
equal at least to two percent (2%) of the number of ballots cast at the immediately
preceding annual election for Directors shall request in writing that a resolution be
adopted by the Club, the Board may adopt the resolution by majority vote, unless
the petition specifically requests a vote of the membership or such a vote is required
by law or these Bylaws; if the resolution is not so adopted, the Board shall certify it

33

to the Secretary for a vote of the members. The Board shall specify the procedure
for the initiation and circulation of such petitions, including approval of the wording
to assure that it is properly framed.
SR. 11.2.1: Petitions on Ballot Issues
(a) Issues Under Consideration for Petitions. Club resources, such as chapter and
group newsletters or websites, may cover issues that might be the subject of future
petitions. Newsletter editors and website managers, if they are aware that a
petition drive is contemplated, shall make every effort to ensure balanced
coverage of such topics by featuring alternative views. Such coverage shall
ensure that draft issue petitions that have not been approved by the Secretary are
not confused with any that have been so approved.
(b) Content of Resolution. A resolution presented by petition (i) may seek to amend
the Bylaws, contingent on approval by the Board, pursuant to Bylaw 13.1, (ii) if it
seeks to change policy, shall be restricted to a single subject and may not restate
existing policy except to show how the proposed policy differs and (iii) if it proposes
to amend the Bylaws, shall follow the form of the Bylaws.
(c) Contents and Form of Petition. The petition shall contain the full wording of the
resolution, as approved by the Secretary, at the top. Bylaws that would be amended
shall be set forth in the petition. Existing policy, programs or priorities that would
be changed by a resolution shall be stated or summarized in the petition, to show the
change. Petitions must use the signature forms created by the Executive Office or
full-sized copies thereof. The back of the petition may be used for additional
background material, and the bottom may specify mailing directly to the
Executive Office or some other place.
(d) Petitioners. The petition shall designate between one and three members as lead
petitioners, including name, address and membership number, which shall appear on
each copy of the petition circulated.
(e) Approval. The petition shall be submitted to the Secretary at the Executive
Office of the Club before being circulated. The Secretary shall respond within 20
days, either (i) approving the resolution and petition, (ii) disapproving the resolution
as violating this Standing Rule, Club Bylaws, or law, or (iii) recommending changes
(A) to make the form of the resolution or petition conform to Club rules, (B) to
clarify the meaning of the resolution, or (C) to compose the resolution properly
without changing its intent.
(f) Signatures and Use of Club Resources in Circulating Petitions. Each signature
on a petition shall be accompanied by the date of signing and the membership
number and/or address of the signer. On the date the petition is signed, the signer
must have been a member of the Club in any membership class for at least 60
days and must have signed the petition within six months of the date of its

34

submission. Without authorization of the Board, or except as provided for in the
Bylaws or these Standing Rules, no Club funds or other resources, including those
of Club entities, shall be used for the circulation or solicitation of signatures on
approved petitions, except that newsletters and websites may carry a brief news
item to inform readers that a petition question has been approved for circulation,
the text of that question, and contact information for the lead petitioner. If and
when an opposing position to the proposed question emerges, newsletters and
websites should also provide similar contact information.
(g) Submission of Petitions. Petitions proposing a resolution for adoption by the
Board of Directors or the membership of the Club may be submitted at any time.
Signed petitions shall be submitted to the Executive Office. Petitions that may
require a vote of the membership shall be delivered in original, facsimile, or by
electronic transmission capable of being printed in clearly legible tangible form to
the Secretary in care of the Club's Executive Office by noon Pacific time on the last
business day four weeks before the last regular meeting of the Board before the
closing date for nominations for Director to assure qualification to the annual ballot.
Acceptance by a regulated carrier that commits to delivery by the deadline shall
constitute timely delivery, provided that actual delivery occurs not more than one
day late.
(h) Retention. Petitions shall be retained by the Executive Office for one month
after counting of the ballots.
SR. 11.2.2: Structure of the Ballot and Ballot Materials: The Secretary shall prepare
the ballot and accompanying materials relating to ballot questions in a manner that
clearly presents the question or questions posed and, if changes or amendments to
existing policy or procedures are proposed, the current provision(s), or a summary
thereof, shall also be stated for comparison. If more than one alternative to existing
policy is proposed, members shall be given a choice among them and a "none-ofthe-above" option. The ballot shall state that this option would preserve existing
policy. Any ballot issue must receive a majority of the votes cast to prevail,
provided that a quorum votes on the issue. The ballot pamphlet and ballot itself
shall make clear the recommendation of the Board, if any is made, on any ballot
measure.
Adopted 12/10-11/94; amended 11/14-15/98, 11/16-18/01, 05/19-20/06,
02/24/07, 02/27/10
SR. 11.2.3: Complaints, Appeals, Remedies & Sanctions: The provisions of
Standing Rule 5.6.2 apply to ballot issues.
Adopted 11/14-15/98, 05/19-20/06
11.3. The Secretary shall have the question or questions, certified according to
Paragraph 11.1 or 11.2 above, printed for mailing at the next annual balloting of
members for the election of Directors or at such special vote of the members as the
Board or President shall request. A written petition submitting a resolution must be

35

delivered to the principal office of the Club by the date set by the Board of Directors
in order for it to be qualified for presentation on the annual ballot. The ballot shall
be printed so as to enable the members to express approval or disapproval of each
resolution. The mailing of the ballot and the counting of the votes shall be
conducted in the same manner as for the election of Directors (Bylaw 5, Section 2).
The ballot shall be accompanied by a statement setting forth arguments for and
against the question and stating the number of approvals necessary to pass the
measure submitted. [5513]
SR. 11.3.1: Promotion of Positions on Ballot Issues
(a) Ballot Statements
(i) Coordinators. One statement each in support of and in opposition to each ballot
issue shall be distributed with the ballot mailed to each member. The petitioners
shall designate, in writing (by letter, fax or e-mail) to the Secretary in care of the
Executive Office, a position coordinator to be responsible for overseeing the
preparation and submission of the statement in favor of the ballot issue. To identify
position coordinators for any other required opposing or supporting statements, the
Secretary shall consult with potential opponents or supporters of the ballot issue and
designate position coordinators to be responsible for overseeing the preparation and
submission of these statements. No coordinator shall be a candidate for the Board in
the same election. If no statement supporting or opposing a ballot question is
received by the deadline provided in these rules, the Secretary shall inform the
Chief Inspector of Election and President, and then the President, or the
President’s delegee, will prepare a statement that provides a summary of
arguments supporting or opposing the question, identifies the preparer, and
indicates that no other statement was received.
(ii) Requirements.
(A) Each position statement, pro and con, shall have a maximum of 400 words,
including the names and affiliations of the signers. Coordinators must submit with
all statements evidence that any listed endorsers have agreed to be so listed. No
candidate for Director shall be shown as a signer of this or of either of the statements
provided for in subsection (b) of this Standing Rule.
(B) The Secretary shall prescribe the form of the statements, considering such issues
of form as are set forth in subsection (b) of Standing Rule 5.6.1. The Secretary shall
review each statement for form and significant errors of fact about the Club or the
resolution. No change in a statement shall be made without the coordinator’s
specific consent, except to conform to the prescribed format (no substantive wording
changes) or to delete any words beyond the limit. If the coordinator does not make
the statement conform to the prescribed format and/or word limit within five days of
a request, the Secretary shall change the statement to do so. If a coordinator refuses
to remove significant errors of fact (but not differences of opinion) about the Club or

36

the resolution, the Secretary shall cause a correction to be published in the ballot
materials, with an asterisk or other mark in the position statement as may be
necessary to make the correction clear.
(C) Deadline. The deadline for receipt of statements for or against ballot issues at
the Club Executive Office in original, facsimile or e-mail shall be noon Pacific
time on the last business day on or before the Friday after the last regular meeting
of the Board before the close of nominations, unless the Board has put an
alternative question on the same subject on the ballot, in which case the deadline
shall be noon Pacific time on the last business day on or before the fourth Friday
after this meeting. If a ballot question is initiated by the Board at its last regular
meeting before the close of nominations, the deadline for receipt of statements for
or against it is noon Pacific time on the third Friday following that Board meeting.
(b) Promotion of Positions (Electioneering)
(i) SIERRA Statements. If time and space permit, the promoters of each position
shall be allocated equal space in an issue of SIERRA that is distributed in advance
of the election to expand the arguments presented in the ballot statements. The
names and principal identifications of the signers of the statement shall be
included in the space allotment. Excepting questions of legality (libel, fraud,
etc.), SIERRA shall not exercise editorial control over the material submitted. The
Executive Director shall determine the appropriateness of timing and amount of
space available. Due to time and space limitations, there shall be no exchange of
statements and no rebuttals of the opposing statement except as arranged by the
two coordinators between themselves.
(ii) Statements for Newsletters. Additional statements of no more than 750 words,
including the names and principal identifications of the signers, expanding on the
ballot statements may be submitted to the Executive Office in original, facsimile, or
e-mail by noon Pacific time on the last business day on or before the third Friday
after the last regular meeting of the Board before the closing date for nominations,
unless the Board has put an alternative question on the same subject on the ballot, in
which case the deadline shall be noon Pacific time on the last business day on or
before the fifth Friday after this meeting.
(A) These statements shall be distributed to the editors of all Club newsletters of
record in the volunteer leadership file. Due to time and space limitations, there shall
be no exchange of statements and no rebuttals of the opposing statement except as
arranged by the position coordinators.
(B) Newsletters and other Club publications, including web pages, may publish
these or any other official statements, including the SIERRA statements, if they
publish the statements on both sides. They may also publish matched opinion pieces
on both sides of approximately equal length written for this purpose, by their local
members or by others.

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(iii) Editorial Positions. Editorial positions taken in chapter and group newsletters
on ballot questions must represent the position of the respective chapter or group
executive committee as adopted in a regular or special meeting.
(iv) Letters to the Editor. Letters to the editor on ballot questions, if any are
published, shall, as a whole, reflect a balance of positions on the issue insofar as
possible. Letters must be signed.
(v) Advertising. No advertising may be accepted promoting a position on a ballot
issue in a Club newsletter.
(vi) Web Page Links. Any mention in a Club publication, including a web page, of,
or link to, a web page formally designated by one side of a ballot issue must be
matched by a corresponding mention of or link to a page designated by the other
side of a ballot issue, unless the other side has not responded with a web page
address to a request for it from the publisher of the reference or the Club Secretary or
webmaster.
(vii) Use of Club Resources. Without authorization of the Board of Directors, no
Club funds or other resources, such as official publications and other forums or
means of communication, including newsletters and web pages, and including those
of chapters, groups and other entities, shall be used in support of or opposition to any
ballot issue, unless both sides have the same opportunity.
(viii) Mailing Lists.
(A) A member’s request for access to the membership list to communicate with
other Club members about a ballot issue in a Club election is a purpose
reasonably related to that member’s interest as a Club member.
(B) The Executive Office will notify the position coordinators in the Club election
of requests when all required information and fees are received (“Valid
Requests”). Valid Requests for access to the membership list to communicate
about a ballot issue in a Club election must be received at least 40 days before the
date set for counting the ballots in that Club election. If any such Valid Request
is received, other such Valid Requests may be made until 30 days before the date
set for counting ballots in that same Club election.
(C) Leader Directory. A Club member in good standing may use published Club
lists, including the Leader Directory, to communicate with Club leaders about
Club elections. However, e-mail addresses and telephone numbers from the
Leader Directory may not be used by a Club member for fundraising of any kind.

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(ix) Forum.
(A) Under rules issued by the Inspectors of the Election, the Club may have a forum
for discussion of each ballot issue or each set of alternative ballot issues. The rules
may limit the length and frequency of messages from a discussant.
(B) The Inspectors of the Election may issue rules for a ballot question
information website to provide links to election-related sites of the position
coordinators’ choosing.
(x) Records and Reporting.
(A) For six months after the election, petitioners and position coordinators shall keep
records of contributions aggregating $100 or more from one person, including
identity (name, address and telephone number) of the contributor, date, amount of
contribution and aggregate amount of that person’s contributions; and expenditures
over $100, including recipient, amount, date and purpose. A coordinator shall
provide this information to the Inspectors of election within (1) five days of receipt
of a request for the information by e-mail, fax or delivery (add three days for mail)
within 60 days before or 30 days after the date set for counting the ballots; or (2) 10
days at other times.
(B) Coordinators shall report the aggregate amount of contributions and
expenditures 45 days before the date set for counting the ballots and 15 days after
that date. Individual contributions and expenditures of $100 or more, including the
identity of the contributor or recipient, shall be reported to the Executive Office
within 10 days of receipt and within 15 days before the date set for counting the
ballots. The reports shall be available for inspection and copying by any member.
Adopted 05/2-3/81 & 09/13-14/86; amended 09/20-21/97, 09/26-27/98,
11/14-15/98, 11/13-14/99, 11/16-18/01, 09/19-20/03, 11/19-20/04,
07/16/05, 05/19-20/06, 05/16/08
11.4. A majority of all the ballots cast on each question shall decide the question
except as otherwise provided in these Bylaws, provided that such votes represent at
least a majority of the votes required for a quorum. [5512, 5513]
Bylaw 12: CONSTRUCTION OF BYLAWS
12.1. On all questions as to the construction or meaning of these Bylaws and the
rules of the Club, the decision of the Board of Directors shall be final, unless
rescinded by the Club by a vote as provided for in Bylaw 11.
Bylaw 13: AMENDMENTS TO BYLAWS
13.1. These Bylaws are fundamental and shall not be added to, amended, or
repealed except by a resolution approved by the Board of Directors and approved

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by the affirmative votes of two-thirds (2/3) of the members voting on a given matter
or group of related matters as specified in Paragraph 11.3, provided that such
affirmative votes represent at least two-thirds (2/3) of the votes required for a
quorum. The approval of the members may be before or after the approval by the
Board. When permitted by law, however, the Board may, by affirmative vote of
two-thirds (2/3) of the Directors and with the concurrence of the Sierra Club
Council, amend the Bylaws to conform to law. [5150]
13.2. Bylaws 1 and 2 cannot be amended without concurrent amendment of the
corresponding Articles of Incorporation, as provided by law. [5810-5812]

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