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Articles of Incorporation

Original Version (June 4, 1892)

KNOW ALL MEN BY THESE PRESENTS

That we, the undersigned, a majority of whom are citizens and residents of the State of California, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

AND WE HEREBY CERTIFY AS FOLLOWS, TO WIT:

I. That the name of said Corporation shall be the SIERRA CLUB.

II. That the said Association is made, and the said Corporation is formed, not for pecuniary profit.

III. That the purposes for which this corporation is formed are as follows:

To explore, enjoy and render accessible the mountain regions of the Pacific Coast; to publish authentic information concerning them; to enlist the support and cooperation of the people and government in preserving the forests and other natural features of the Sierra Nevada Mountains; to take, acquire, purchase, hold, sell and convey real and personal property, and to mortgage or pledge the same for the purpose of securing any indebtedness which the corporation may incur, and to make and enter into any and all obligations, contracts and agreements concerning or relating to the business or affairs of the corporation or the management of its property.

IV. That the place where the principal business of said corporation is to be transacted is the City and County of San Francisco, State of California.

V. That the term for which said corporation is to exist is fifty years from and after the date of its incorporation..

VI. That the number of Directors of said corporation shall be nine (9) and that the names and residences of the Directors and Trustees who are appointed for the first year to serve until the election and qualification of their successors, are as follows, to witt:

  • John Muir, Martinez, California
  • Warren Olney, Oakland, California
  • J. H. Senger, San Francisco, California
  • Wm. D. Armes, Oakland, California
  • David S. Jordan, Palo Alto, California
  • R. M. Price, Berkeley, California
  • Mark Brickell Kerr, Golden Gate, Alameda Co.
  • Willard D. Johnson, Berkeley, California
  • John C. Branner, Palo Alto, California

Vll. That the said Corporation has and shall have, no Capital Stock.

And we FURTHER CERTIFY AND DECLARE: That the above-named Directors of the Corporation were duly elected Directors thereof by the members of said Corporation, at an election for Dlrectors held at #101 Sansome Street in the City and County of San Franciso, State of California, at eleven A.M. on this 4th day of June, 1892, and that a majority of the members of said Association and Corporation were present and voted at said election, and that at such election each of the said Directors received the votes of a majority of the members of the Corporation present at such election; as more fully appears from the Certificate of the two Tellers of Election hereunto annexed and hereby referred to and made a part hereof.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 4th day of June, A.D 1892.

  • W. H. Beatty
  • Ralph C. Harrison
  • George C. Perkins
  • G. B. Bayley
  • John Muir
  • J. H. Senger
  • Wm. D. Armes
  • Mark Brickell Kerr
  • John C. Branner
  • Dorville Libby
  • James O. Griffin
  • Charles A. Bailey
  • Willard D. Johnson
  • C. D. Robinson
  • Josiah Keep
  • C. B. Bradley
  • Hermann Kower
  • Fred S. Pheby
  • Hubert P. Dyer
  • Charles G. Harker
  • W. H. Henry
  • R. M. Price
  • L. de F. Bartlett
  • Will Denman
  • W. L. Jepson, Jr.
  • Warren Gregory
  • Warren Olney

Second Version (May 6, 1922)

[Board announces its intention to change number of directors changed from 9 to 15 through a change in the Articles of Incorporation; exact wording unknown. By Dec. 9, 1922, there were 15 Directors. However, this action was evidently never filed with the State of California]


Third Version (Aug. 21, 1941)

The following change was made:

[original Section V. replaced with the following]:

V. This Corporation shall have perpetual existence


Fourth Version (February 17, 1951)

[Art. II augmented, as follows]:

II. That the said Association is made and the said Corporation is formed, not for pecuniary profit. No part of the assets or net earnings of this corporation shall be distributed to or shall inure to the benefit of any member, officer or director; provided, however, that payment of reasonable compensation for services rendered and expenses indurred may be made.

[Art. III changed, as follows]:

III. That the purposes for which this corporation is formed are as follows:

To explore, enjoy, and preserve the Sierra Nevada and other scenic resources of the United States and its forests, waters, wildlife, and wilderness; to undertake and to publish scientific, literary, and educational studies concerning them; to educate people with regard to the national and state forests, parks, monuments, and other natural resources of especial scenic beauty and to enlist public interest and cooperation in protecting them.

[Art. VI changed to catch up with the actual number of Directors in office since 1922]:

VI. That the number of Directors of said corporation shall be 15; provided, however, that the number of Directors may be changed by the By-Laws from time to time, but there shall be not less than 3 nor more than 25 Directors.


Fifth Version (Jan. 24, 1973)

[Purposes changed as follows]:

III. That the purposes for which this corporation is formed are as follows:

To enhance and protect by all lawful means the natural resources and human environment of the United States and the Earth in general; to explore, enjoy, and preserve the scenic resources of the United States and its forests, waters, wildlife, and wilderness; to undertake and to publish scientific, literary, and educational studies concerning them; to educate the people with regard to the national and state forests, parks, monuments, and other natural resources of especial scenic beauty and to enlist public interest and cooperation in protecting them.


Sixth Version: Complete restatement of Articles of Incorporation,
(June 20, 1981)

I. The name of the corporation is Sierra Club.

II. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.

The said association is made and the said corporation is formed, not for pecuniary profit. No part of the assets or net earnings of this corporation shall be distributed to or shall inure to the benefit of any member, officer or director; provided, however, that payment of reasonable compensation for services rendered and expenses incurred may be made.

III. 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.

IV. This corporation shall have perpetual existence.

V. The said corporation has and shall have, no Capital Stock.

VI. The corporation elects to be governed by all of the provisions of the Nonprofit Public Benefit Law not otherwise applicable to it under Part 5 of Division 2 of Title 1 of the California Corporations Code.


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