Two Petitions for 2010 Sierra Club Ballot

We did not collect sufficient signatures to place our resolutions on the 2010 ballot. We plan to try again next year.

Statement in Support of Petition for a Resolution to Add
New Bylaw 14 on Use of Club Name and Logo

Since our founding in 1892, the Sierra Club has been a trusted voice in environmental protection because of the Club’s independence from powerful vested interests, and its tradition of strong grassroots leadership which empowers our members as citizens and activists in their communities and throughout the nation. These are the wellsprings of the Sierra Club’s reputation for integrity and effectiveness, which generations of Club leaders have worked to protect.

Over the past two years, however, the Club has embarked on a course that we believe, if not quickly reversed, will destroy the Club’s credibility and reputation for independence. In early 2008, the Club announced that it had “partnered with Green Works, the new line of natural household cleaning products from the makers of Clorox products.” The details of the transaction between the Club and Clorox have never been disclosed, but the linchpin of the arrangement is the licensing of the Sierra Club’s name and logo to Clorox for use on Green Works products, in exchange for a financial return to the Club. The Club’s website states that the new partnership “provides the Sierra Club with an unprecedented opportunity to influence the buying behavior of millions of people.” That is, millions of individual consumers are to be assured of the desirability of these Clorox products, because the Sierra Club’s name and logo appear on the packaging. But how will the American public be assured that the Sierra Club takes its positions based on the merits, rather than the financial bottom line? And if the products are not as claimed, who will fail to conclude that the Sierra Club closed its eyes to the truth?

Since the Green Works announcement, the Board has embraced that arrangement as the template for a whole new style of business relationships which the Club will seek out. The Board’s new “Business Partnerships and Cause-Related Marketing Policy,” adopted in May 2009, describes these as relationships “in which the Sierra Club receives money, goods or services, in return for allowing a company to associate the Club’s name or logo with a product or service.” The new policy has been put into rapid execution. The Club recently licensed its logo for use on Honest Tea products, a line of goods produced and marketed by a company owned 40% by Coca Cola. It has also entered into a joint venture with private business interests for the new Sierra Club Green Home website, which disseminates information on home-and-garden care to homeowners, while also marketing commercial products and services. Meanwhile, the Board has quietly dumped its former policy, which forbade the Club from making product endorsements.

We believe that, the Board’s current policy, if left unchecked, will unravel the fabric of the public’s trust and confidence, which the Sierra Club has enjoyed for over a century.

To prevent that, and to help the Club return to core principles, we have prepared a resolution for consideration by the members on the 2010 Sierra Club ballot. The resolution would amend the Club Bylaws to prohibit the Board from annexing the Club’s financial interests of the Club to the interests of outside businesses and for-profit corporations. In order to place this resolution on the ballot, we need to collect the signatures of at least 966 Club members on our petition, and to submit the petitions to Club headquarters by Noon on October 23, 2009. Please help us place the resolution on the 2010 Club ballot by signing our petition.

Our proposed resolution reaffirms the Club’s long-held policy that the Club should avoid financial alliances with business and corporate interests, including endorsements for money. To prevent the Club from entering into profit-sharing alliances and endorsements in an indirect or piecemeal fashion, the resolution broadly declares that the use of the Club’s name and logo shall be reserved for the Club’s own purposes and activities; and that the Board of Directors shall not, for financial return, authorize the use of the Club’s name or logo by any other organization.

The resolution also directly prohibits the Board from authorizing the endorsement, by the Club or any Club entity, of any product offered for sale to the public by any for-profit corporation or business entity, or any activity or practice of any such corporation or business.

In order not to interfere with the Club’s core purposes and activities, the resolution has been drafted to expressly exempt: (1) the production, sale, or offering by the Club of merchandise or members’ benefits; (2) the production, co-production, or marketing of books, magazines, films, and other creative media relating to the Club’s own purposes and activities; and (3) the acceptance or acknowledgement of gifts to the Club.

Note: As a condition of approving our Petition for circulation to the members, the Club Secretary has insisted that language be included on the Petition stating that, if our resolution takes effect, the Club would be “precluded” from licensing its name and logo for the existing Sierra Club credit card. Despite this language demanded by the Secretary, members should understand that the resolution would restrict only a credit card that is offered and marketed to the general public. The resolution does NOT prevent the Club from cooperating with any financial institution on the issuance of a Sierra Club credit card, so long as the card is designed and offered as a members’ benefit for the Club’s nearly 3/4 million members.

Please sign our petition if you believe, as we do, that the Club’s credibility and reputation for integrity will be undermined by its embrace of “cause-related marketing” and similar business arrangements; and that by entering into these relationships, the Club is selling its good name, while benefiting business and corporate interests over which the Club has no control.

Statement in Support of Petition for a Resolution to
Amend Bylaw 13.1 on Member Rights

The Sierra Club is unique among the major national environmental organizations, as the only one that is democratically controlled by its members. This democratic governance unleashes the energy and zeal of thousands of activists and volunteers, whose sense of purpose, constantly refined and articulated within the Club’s democratic channels, informs the Club’s policymaking at the highest level. It is this, more than anything, that makes the Sierra Club a potent force within the environmental movement.

While grassroots democracy within the Club is strong at many levels, and although as members we are able to elect a third of the Board of Directors each year, our ability to exercise democratic control over the Club’s course and direction is ultimately limited by the high bar for changing the Club Bylaws. The Bylaws operate as the Club’s constitution, specifying and limiting the powers of the Board, and determining all other fundamental aspects of Club governance. By law, the Board is responsible for general oversight of all the Club’s affairs. But if the Board takes unwise actions that conflict with the Club’s basic goals and purposes, then it becomes the duty of the members, using the power that they wield, to correct the situation. In practice, this means either electing a new Board majority – a process that may take up to two full election cycles – or, if appropriate, changing the Bylaws to limit or guide the powers of the Board. Unfortunately, the current Club Bylaws, by their terms, can be changed only by a two-thirds vote of the members together with the approval of the Board of Directors (except for changes necessary to conform the Bylaws to applicable law, which can be enacted by the Board without the approval of the members).

No one should confuse voting on Bylaw changes with other situations where a 2/3 vote threshold makes good sense. In other situations, a 2/3 threshold is a useful safeguard to protect minority rights, or a way to prevent a small body (such as a Board of Directors) from lightly overturning the decision of a larger constituency. But where the Bylaws are concerned, a 2/3 threshold becomes something different – a rule that the minority may, for any reason, thwart the will of the majority. Unfortunately, the current 2/3 vote threshold for members’ approval of Sierra Club bylaw changes has exactly this effect. The situation is made worse by the separate requirement (which we believe to be contrary to applicable law, see below) that any bylaw change must be approved by the Board of Directors. Together, the 2/3 vote threshold and the requirement of Board approval ensure that a majority of Club members can never carry the day so long as they are opposed by more than 1/3 of members or by a majority of the current Board (most of whom are holdovers from prior election cycles). Even in organizations with lesser democratic ideals than the Sierra Club, such a rule would be considered onerous. In the Sierra Club, with its democratic philosophy, it is unacceptable.

Accordingly, we have prepared a resolution for the 2010 Sierra Club ballot to reform the Club Bylaws, bringing it into line with the basic principles of democratic governance.

First, the resolution would amend the Club Bylaws to lower the threshold for amending the Bylaws to a simple majority of voting members.

Second, the resolution would remove the requirement that the Board must approve any Bylaw change, regardless of approval by the members. In so doing, the resolution reaffirms that it is the members of the Sierra Club who have the ultimate right and power to determine the Sierra Club’s basic governing rules and principles.

We have been advised by an attorney experienced in California nonprofit law that the current Bylaw 13.1 is inconsistent with the California Nonprofit Public Benefit Corporation Law. Contrary to the current bylaw, the law gives members of a nonprofit membership organization (that is, individuals who have the right to vote on electing the Board or adoption of bylaws) the express and unconditional right to adopt, amend, or repeal bylaws, regardless of any action by the board of directors. Our amendment would conform Bylaw 13.1 to the law, making clear that the members of the Sierra Club enjoy the same rights as members of other nonprofit membership organizations.

Finally, the resolution clarifies that the Board may adopt bylaw changes, without the approval of the members, only by a two-thirds vote and with the concurrence of the Sierra Club Council, and only for the purpose of conforming the bylaws to applicable law.

Please sign our petition if you believe, as we do, that the level of democracy within the Club will be improved by giving a majority of the members of the Club the right to make bylaws changes.

Note on Robert’s Rules

The preference stated in Robert's Rules for supermajority requirements for bylaws changes was evolved during the late 19th or early 20th centuries with reference to smaller organizations than today’s Sierra Club. The rationale was to prevent a relatively small and possibly unrepresentative group of people, most often in a single session and without wider consultation, from overturning the fundamental rules of the organization. Today, the same principle is usually applied to voting on bylaws within boards of directors.

Gen. Robert wasn't addressing the problems of a member voting within a 21st century organization with hundreds of thousands of members, whose ballot campaigns are waged nationwide, for months on end, through a broad array of public and private media. The rigors of winning even a majority of votes in such a setting gives assurance that you will not end up with a small or unrepresentative group of individuals making an ill-considered decision. Even if the turnout is only 5%, you still have tens of thousands of individual voters—presumably the most informed and engaged members of the organization, including all those who actually care about the issue—weighing the pros and cons.