The Stated Bylaws

The Sierra Project

Pre-Article 0 Definitions
The term “corporation”, unless noted otherwise, shall refer to the foundation named The Sierra Project.

The Sierra Project may hereon be referred to as “Sierra” or “TSP”.

Article I Offices
Section 1. Principal Office

The principal office of the corporation is located in Fort Myers, Florida.

Section 2. Change of Address

The designation of the county of the corporation’s principal office may be changed by amendment of
these Bylaws. The Board of Directors may change the principal office from one location to another within
the named county by noting the changed address and effective date below, and such change of address
shall not be deemed, nor require, an amendment of these Bylaws:

Article II Partnership
Section 1. Consistence, as it relates to the group

The partnership of the corporation shall consist of those partners who are partners in good standing of
Sierra.

Section 2. Obtainment

Any person who has or has not given money to the mission of Sierra exceeding the amount of one
hundred dollars is eligible for approval with commitment as a partner. Partnership requests must be
approved by the Board of Directors by majority vote and a person must be recommended by a partner.

Section 3. Termination of Partnership Status

A partner may resign their status at any time. Any junior partner may be discharged by a managing
partner, with a mandatory appeal heard by the partnership with or without the request of the terminated
partner to be approved by majority vote to take effect. Senior partners may be discharged by ¾ vote of
the Board of Directors.

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Section 5. Types of Partners

Named Partners (N)s are the two partners whose names have been vested on this document as the
principal stakeholders for donations should the President’s name not be available. They hold largely
ceremonial roles and their titles precede their names.

Founding Partners (FP)s are the partners who have signed onto the chartering document of this
foundation. They are automatically senior partners and are recognized for title. They may make
recommendations for donation directly to the Board and in person and may bypass the usual line to get
to the Board, though the Board is not obligated to approve these.

Managing Partners (MP)s are the partners who oversee the operations on a day-to-day basis of the
foundation. They are approved by the Board and either serve on the Board or as liaisons to it. Board
members are not managing partners automatically and fewer than three managing partners should be in
active service at one time.

Senior Partners (SP)s are those partners who have seniority from beginning tenure or whose terms have
exceeded one year as a Sierra partner. SP status may be granted earlier, however, by a ¾ vote of the
Board.

Junior Partners (JP)s are those who have been partners for less than one year.

Article III Non-Profit Purposes

Section 1. IRC SECTION 501(C) (3) PURPOSES

Said corporation is organized exclusively for charitable purposes, including, for such purposes, the making
of distributions to organizations or persons that qualify as exempt organizations under section 501(c)(3)
of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the
net earnings of the corporation shall inure to the benefit of, or be distributable to its partners, trustees,
officers, or other private persons, except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and distributions in furtherance
of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation
shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the publishing or distribution of statements)
any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding
any other provision of these articles, the corporation shall not carry on any other activities not permitted
to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a
corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code,
or the corresponding section of any future federal tax code. Upon the dissolution of the corporation,
assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of
the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state or local government, for a public purpose. Any such
assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which
the principal office of the corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated exclusively
for such purposes.

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Section 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be to solicit, collect and otherwise raise
money for charitable purposes: to expand, contribute, disburse, and otherwise handle and dispose of the
same for such purposes relating to the aims and goals of the Sierra Project, within the aforementioned
tax codes or any subsequent qualifying codes.

Section 3. CONFLICTS OF INTEREST

The corporation shall not enter into any transaction or arrangement that might benefit the private
interest of any officer or director of this corporation, that violates any other applicable state and federal
laws governing conflict of interest application to nonprofit and charitable organizations. The board of
directors shall adopt policies and procedures as appropriate and necessary to ensure the corporation
operates in a manner consistent with its charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status.

Section 4. INVESTMENTS

Donations shall be approved by the Board of Directors by a majority vote for anything under 50 dollars
and a 2/3 majority for anything exceeding 50 dollars. It shall be donated under the Sierra name and, if
requested, the name of the President of the Corporation, or, if there is no president, one of the named
partners.

Article IV Directors
Section 1. NUMBER

The corporation shall have six directors and their group will be known as the Board of Directors.

Section 2. ELECTION

Directors shall be elected by the partners yearly.

Section 3. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and
these Bylaws relating to action required or permitted to be taken or approved by the partners of this
corporation, the activities and affairs of this corporation shall be conducted and all corporate powers
shall be exercised by or under the direction of the Trustees. The Board of Directors appoints two partners
of its own to serve as trustees.

Section 4. DUTIES

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of
Incorporation, or by these Bylaws;

(b) Hear appeals to appoint and remove, employ and discharge, and except as otherwise provided in the
Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the
corporation;

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(c) Supervise all officers, agents and employees of the corporation to assure that their duties are
performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or
telegraphed to them at such addresses shall be valid notices thereof.

(f) approve donations as brought before them

(g) submit to the Trustees and their judgment or corporate matters

Section 5. TERM OF OFFICE

Each director shall hold office for one year.

Section 6. COMPENSATION

Directors shall serve without compensation except that reasonable expense reimbursement, relating to
operation of the corporation, may be authorized by the Board of Directors.

Section 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board
or at such other places as may be determined by the Board of Directors.

Section 8. REGULAR MEETINGS

Regular meetings of Directors shall be held quarterly at such time the Board of Directors shall determine.

Section 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, the Secretary, by any two
directors, or if different, by the persons specifically authorized under the laws of this state to call special
meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if
different at the place designated by the person or persons calling the special meeting.

Section 10. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the
following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular meetings. No notice need be given of any regular meeting of the board of directors.

(b) Special Meetings. At least one day’s notice shall be given by Secretary of the corporation to each
director of each special meeting of the board. Such notice may be oral or written, may be given
personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and
time of the meeting and the matters proposed to be acted upon at the meeting. In case of facsimile
notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by
return message or telephone call within twenty four hours of the first facsimile transmission.

(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this
corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a

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waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall
be equivalent to the giving of such notice.

Section 11. QUORUM FOR MEETINGS

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of
law, no business shall be considered by the board at any meeting at which the required quorum is not
present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. The
quorum shall be 1/3 of the partners of the Board, plus its Moderator.

Section 12. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these
Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter
by the board.

Section 13. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President of the Corporation or, in
his or her absence, by any senior partner not on the Board appointed by the Secretary or convener of the
meeting. The Secretary of the Board shall be elected yearly and shall act as a secretary of all meetings of
the board, provided that, in his or her absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting. Meetings shall be governed by Roberts Rules of Order insofar as such rules
are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions
of law.

Section 14. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any
director, and (2) whenever the number of authorized directors is increased. Any director may resign
effective upon giving written notice to the President, the Secretary, or Board of Directors, unless the
notice specifies a later time for the effectiveness of such resignation. No director may resign if the
corporation would then be left without a duly elected director or directors in charge of its affairs.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the
laws of the state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions
of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of
directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a
majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy
on the board shall hold office until the next election of the Board of Directors or until his or her death,
resignation, or removal from office.

Section 15. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for debts, liabilities, or other obligations of the
corporation.

Section 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest

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extent permissible under the laws of this state.

Section 17. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a director, officer, employee, or other agent of the corporation) against liabilities
asserted against or incurred by the agent in such capacity or arising out the agent’s status as such,
whether or not the corporation would have the power to indemnify the agent against such liability under
the Articles of Incorporation, the Bylaws or provisions of law.

ARTICLE V OFFICERS AND BOARDS

Section 1. SENIORITY
The seniority of persons is as follows in this foundation:
1. Named Partners
2. President of the Corporation // Trustees
3. Founding Partners
4. Board of Directors // Managing Partners // Secretary of the Corporation
5. Other Senior Partners
6. Advisors
7. Junior Partners

Section 2. Officers
The non-partnership offices that can be held are Director, Advisor, Trustee, President, and Secretary.
Any person who is a partner in good standing in the Foundation may serve as officer
of this corporation.

2.1 Director A member of the Board of Directors serves for one year. They are nominated by
any partner, junior or senior, and are voted upon by the partners yearly.
2.2 Advisor Advisors may be any senior partner who are promoted to this role by the Board
at a ¾ vote. They serve for two years with continuity approved every six months, for four (4) terms
running concurrently and the possibility to renew. They advise the Board and the Partners. Advisors may
meet as a group for the purposes of approving commissioners to the Board of Trustees and, when called
by one third of its partners, to recommend specific actions to the Board of Directors. These meetings shall
be presided over by an advisor appointed by its members.
2.3 Trustee Six trustees shall be appointed from their own groups to serve on the Board of
Trustees for four months, and a schedule of rotation shall be printed and approved by the Secretary of
the Board of Directors. Two partners shall serve from the Board of Directors, two from the group of
advisors to be voted upon by the advisors sitting as a group for that purpose as stated in 2.2, and two
founding partners appointed by the President of the Corporation. Trustees may reject any Board action if
it violates legal policy and legality of concerns shall always be their chief governing moral theory. They
may also send back issues to the Board and approve the yearly corporate policy, but may not rewrite
Board actions. They also shall serve as the court of last appeal for disputes between the Board, advisors,
or partners, or any of those groups.

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 2.4 President Once during their four-month term, a Trustee from the Board of Directors will
serve as President of the Corporation for two months. They shall prepare reports for both boards, shall
moderate both boards, be the face of the organization, sign their name and allow it to be printed and
applied onto any donation given. As President, the office holder shall allow their name to be, if requested,
the name donations are given and presented under in their role as President of The Sierra Project. The
president shall be the chief executive officer of the corporation and shall, subject to the
control of the Board of Directors, supervise and control the affairs of the corporation and the activities of
the officers. He or she shall perform all duties incident to his or her office and such other duties as may be
required by law, by the Articles of Incorporation, by these Bylaws, or which may be prescribed from time
to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors,
Trustees, and at all meetings of the partners, unless a managing partner presides instead. Except as
otherwise expressly provided by law, by Articles of Incorporation, or by the Bylaws, he or she shall, in the
name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments
which may from time to time be authorized by Board of Directors.
2.5 Secretary One Board partner shall be voted upon as the Secretary shall serve for six
months, concurrently with directorial terms. The Secretary shall be the Secretary of the Corporation and
is an entitled ex-officio partner of the partners, advisors, and trustees, in addition to their voting slot on
the Board of Directors. Their role as an ex-officio partner may include assigning and providing the means
for temporary clerks and aiding the presiding officer. The Secretary may represent the Board as a liaison
to other boards and branches. The secretary shall certify and keep at the principal office of the
corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date, keep at the
principal office of corporation or at such other place as the board may determine, a book of minutes of all
meetings of the directors, trustees, partners, and advisors and, if applicable, meetings of committees of
directors and of partners, recording therein the time and place of holding, whether regular or special,
how called, how notice thereof was given, the names of those present or represented at the meeting,
and the proceeding thereof, or appoint or recognize temporary clerks to do the same, see that all notices
are duly given in accordance with the provisions of these Bylaws or as required by law, enforce the
application of these bylaws and rules of Sierra and, along with managing partners, discharge any person
insubordinate or not agreeing to enforce them as such, subject to an automatic appeal, be custodian of
the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of
these Bylaws, to duly executed documents of the corporation, keep at the principal office of the
corporation a partnership book containing the name and address of each and any partners, and in case in
the case where any partnership has been terminated. He or she shall record such fact in the partnership
book together with the date on which such partnership ceased. Finally, they shall perform such other
duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be
assigned to him or her from time to time by the Board of Directors.
2.6 General Counsel The General Counsel is responsible for discharging the duties of
enforcing the legality of the actions of Sierra. They should receive receipts for all major transactions, aid
the Trustees by acting as a voice to promote fair and legal actions, indemnify the officers, and act as a
personal lawyer first for the agents of the organization, second for the organization as a whole. He or she
shall be the liaison to the appointed law firm Sierra may engage for any purpose or at any time.
2.7 Selected Mediator The Selected Mediator, appointed at the annual meeting, is a non-
partisan settler of disputes, an agent whose mission is to resolve disputes between Boards, partners, and
other groups and people inside the organization.

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 2.8 Compliance Officer The Compliance Officer, elected yearly, is responsible for enforcing
compliance with the bylaws and indemnification of Sierra and its policies, as well as conducting the
annual survey of compliance for officers and collecting the results.

Section 4. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of Directors, at any time, except
for the President of the Corporation, who may only be removed by the Board of Trustees.
Any officer may resign at any time by giving written notice to the Board of Directors or the President or
Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or
at any later date specified therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The above provisions of this section shall be
superseded by any conflicting terms of a contact which has been approved or ratified by the Board of
Directors relating to the employment of any officer of the corporation.

Section 5. VACANCIES

Any vacancies caused by the death, resignation, removal, disqualification, or otherwise, of any officer
shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of
President, such vacancy may be filled temporarily by appointment by the President until such time as the
Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the
board may or may not be filled as the board shall determine.

Section 6. COMPENSATION

The officers shall serve without compensation except that reasonable expense reimbursement, relating to
operation of the corporation, may be authorized by the Board of Directors.

Section 7. THE ANNUAL MEETING

7.1 GUIDELINES Once per year, the partners, directors, advisors, and trustees shall meet at a
joint, annual meeting to review their actions, transact business specified below, and celebrate the causes
supported over the last year. The President of the Corporation, the Managing Partner who regularly
presides at its meetings, the Presiding Advisor, and the Secretary of the Corporation, representing the
Board, shall sit together at the head of the rostrum, with the Presiding Advisor presiding over the
meeting, and, in his or her absence, another partner appointed by them. Every partner is entitled one
vote.

7.2 BUSINESS Business at the annual meeting includes:

 reception of previous year’s minutes and approval thereof

 election of directors
 settling of public (civil and non-terminal personnel) disputes referred by the Trustees
 appointment of three partners to certify financial statements
 appointment of a Selected Mediator, a partner not serving on any boards

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Section 8. Disputes

Three types of disputes exist between partners or between Boards. Civil disputes are disputes over
decisions made by another Board that may be filed with one of the other two boards by way of lowest
seniority and appealed to the other, with a final decision by the Trustees subject to an appeal to the
annual meeting. Disputes against the trustees shall be brought before the annual meeting or the Selected
Mediator, appointed yearly by the annual meeting to hear cases that have exhausted appeals to other
boards. The seniority is, in order from most senior to least:

1. Board of Trustees 3. Board of Directors

2. Partnership (non-active) 4. Advisors

Criminal disputes are ones where the termination or punishment of a partner is levied. Corporate
disputes are decided by trustees.

Section 9. CONTROLLING STOCK

Stock is controlled by partnership at the times of incorporation. Founding partners control forty percent
of controlling stock, divided equally. Other partners of senior status control 40 percent of the remaining
stock divided equally. Partners of junior status control the remaining 20 percent of stock. Holding stock
does not entitle one shareholder or partner to more votes at the annual or any other meeting. The
Secretary shall maintain a copy of the controlling shareholders and update and edit it as new transactions
are proffered. Shares shall not be exchanged unless witnessed by a managing partner or the corporate
secretary with notice provided to the managing partners. Any partner not on the Board of Trustees has
the authority to challenge a transaction, and may bring a complaint to the Trustees as a Corporate
Dispute.

MAXIMUM CONTROLLING STOCK ALLOWED

Founding Partners shall not, by joint account or singular purchase, control more than forty (40) percent of
shares.

Senior Partners shall not, by joint account, or singular purchase, control more than thirty (30) percent of
shares.

Junior partners shall not, by joint account, or singular purchase, control more than thirty (30) percent of
shares.

ARTICLE VII EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any
officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind

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the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for
any purpose or in any amount.

Section 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise

required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence
of indebtedness of the corporation shall be signed by the Secretary and countersigned by the President of
the corporation.

Section 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contributions, gifts, bequest, or
devise for the nonprofit purposes of this corporation.

ARTICLE VIII CORPORATE RECORDS, REPORTS AND SEAL

Section 1. MAINTENANCE OF CORPORATE RECORDS

The foundation shall keep at its principal office:

(a) Minutes of all meetings of directors, committees of the board and of all meetings of partners,
trustees, and advisors, indicating the time and place of holding such meetings, whether regular or special,
how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and
losses, the contributions tendered and to whom, the submitters of such requests, the principal
representing partner, and the name the contribution was proffered under, as well as the event (if
applicable) and the partners who represented Sierra at it.
(c) A record of its partners, indicating their names and addresses and the termination date of any
partnership, as well as, if they are a junior partner, their supervising managing partner and dates licensed.
(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the partners of the corporation at all reasonable times during
office hours.

Section 2. CORPORATE SEAL

The seal of the corporation shall be a circle with the words “The Sierra Project. Incorporated 2017”
inscribed inside of it. Failure to affix the seal the corporate instruments, however, shall not affect the
validity of any such instrument.

Section 3. DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and to inspect the physical properties of the corporation and shall have

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President Spencer Barney
such other rights to inspect the books, records and properties of this corporation as may be required
under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 4. PARTNERS’ INSPECTION RIGHTS

Each and every partner shall have the following inspection rights, for a purpose reasonably related to
such person’s interest as a partner.

(a) To inspect and copy the record of all partners’ names, addresses and voting rights, at reasonable
times, upon written demand on the Secretary of the corporation, which demand shall state the purpose
for which the inspection rights are requested.

(b) To obtain from the Secretary of the Corporation, upon written demand on, and payment of a
reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of
those partners entitled to vote for the election of directors as of the most recent record date for which
the list has been compiled or as of the date specified by the partner subsequent to the date of demand.
The demand shall state the purpose for which the list is requested. The partnership list shall be made
within a reasonable time after the demand is received by the Secretary of the corporation or after the
date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the partners or of
the board or committees of the board or other groups, upon written demand on the Secretary of the
corporation by the partner, for a purpose reasonably related to such person’s interests as a partner.

Partners shall have such other rights to inspect the books, records and properties of this corporation as
may be required under the Articles of Incorporation, other provisions of the Bylaws, provisions of law.

Section 5. TRUSTEES’ INSPECTION RIGHTS

Trustees shall have all of the viewing and inspection rights as a partner or director, but also shall be
allowed to view the in camera or executive session minutes of the Board of Directors, partners, or
advisors without a demand filed. Trustees shall not solicit campaign requests or materials of any kind for
themselves or others as their involvement may levy a feeling amongst others to ignore impartiality.

Section 6. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the
right to inspection shall include the right to copy and make extracts.

Section 6. PERIODIC REPORT

The board of directors shall cause any annual or periodic report required under law to be prepared and
delivered to an office of this state or the partners of this corporation, to be prepared and delivered within
the time limits set by law.

ARTICLE IX IRC 501 (C)(3) TAX EXEMPTION PROVISIONS

Section 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in

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President Spencer Barney
(including the publishing or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this
corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt
from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its
partners, directors or trustees, advisors, officers, or other private persons, except that corporation shall
be authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes of this corporation.

Section 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of
all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within
the meaning of Section (c) (3) of the Internal Revenue Code or shall be distributed to the federal
government, or to a state or local government, for public purpose. Such distribution shall be made in
accordance with all applicable provisions of the laws of this state.

ARTICLE X AMENDMENT OF BYLAWS

These Bylaws may be amended by the general partnership of the organization at its regular annual
meeting by affirmative vote of a majority of the partners present in person and voting, or by the Board of
Directors at a ¾ majority, subject to a partner appeal at the annual meeting

ARTICLE XI CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of this
corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or
portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and
portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles
of incorporation shall be to the Articles of Incorporation filed to establish the legal existence of this
corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be
to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to
corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS
We, the undersigned, are the Founding Partners of this corporation and the inaugural Secretary of the
Corporation, and we consent to, and herby do, adopt the foregoing bylaws, consisting of all preceding
pages, as the bylaws of this foundation.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
The Sierra Project
INAUGURAL OFFICERS AND PARTNERS

Named Partners

N. Dylan Heitmann, FP

N. Gabe Colon, FP

Founding Partners

N. Dylan Heitmann, FP

N. Gabe Colon, FP

Carson Brown, FP, MP

Spencer Barney, FP, MP

Managing Partners

Carson Brown, FP, MP

Spencer Barney, FP, MP

Senior Partners

Carson Brown Spencer Barney Dylan Heitmann Gabe Colon

Karyn McKinley Steve Brown

Junior Partners

Joe Wever Stevens Tovar

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
Board of Directors (until 1/1/18)
Spencer Barney
Dylan Heitmann
Joe Wever
Karyn McKinley
Stevens Tovar

Advisors (until 1/1/18)

Gabe Colon
Carson Brown

Trustees (until 1/1/18)

BOARD: Spencer Barney (president)
Dylan Heitmann
ADVISORS: Carson Brown (secretary)
Gabe Colon
PARTNERS: Joe Wever
open

President of the Corporation (until 11/17)

Spencer Barney

Secretary of the Corporation (until 11/17)

Carson Brown

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
 Articles of Incorporation of The Sierra Project

The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-
Profit Corporation under the Non-Profit Corporation Law of the State of Florida, do hereby
certify:
First: The name of the Corporation shall be The Sierra Project.
Second: The place in this state where the principal office of the Corporation is to be located is
in unincorporated Lee County, Florida.
Third: Said corporation is organized exclusively for charitable, religious, educational, and
scientific purposes, including, for such purposes, the making of distributions to organizations
that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.
Fourth: The names and addresses of the persons who are the initial trustees of the corporation
are as follows:
Name Dylan R. Heitmann Address_______________________
Name Spencer R. Barney Address_______________________
Name Joseph A. Wever Address_______________________
Name Carson S. Brown Address 6949 Overlook Dr. Ft. Myers, 33919
Name Gabriel M. Colon Address_______________________
Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in
Article Third hereof. No substantial part of the activities of the corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any
other provision of these articles, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax
code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of
the Internal Revenue Code, or the corresponding section of any future federal tax code.

Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any such assets not so
disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the
principal office of the corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.

Seventh: The corporation will distribute its income for each tax year at a time and in a
manner as not to become subject to the tax on undistributed income imposed by section 4942 of
the Internal Revenue Code, or the corresponding section of any future federal tax code. The
corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal
Revenue Code, or the corresponding section of any future federal tax code. The corporation will
The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue
Code, or the corresponding section of any future federal tax code. The corporation will not make
any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue
Code, or the corresponding section of any future federal tax code. The corporation will not make
any taxable expenditures as defined in section 4945 of the Internal Revenue Code, or the
corresponding section of any future federal tax code.

In witness whereof, we have hereunto subscribed our names this day of July 2017.

President of the Corporation ___________________________________

Secretary of the Corporation ___________________________________

Trustee of Witness ___________________________________

Trustee of Witness ___________________________________

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President Spencer Barney
 Disqualified Persons to Serve as Officers of this Corporation

1. Persons who have contributed over one hundred (100) dollars to this corporation are
considered substantial contributors to this foundation and shall not hold office in this
corporation, unless permission is waived by a unanimous roll call vote of the Board of
Trustees.
2. Foundation managers, those who are founding partners, shall not be trustees or hold the
position of President after January 1, 2018, unless exception is granted at the annual
meeting to extend the date by one year.
3. Any owner of controlling stock as a partner holding more than 20 percent shall not serve
as a trustee or President of this corporation after January 2, 2018.
4. Any persons described in (1), (2), or (3) who own more than 35 percent of controlling
stock or voting power.
5. A member of the family of any aforementioned individuals in (1-4).
6. A trust, estate, or unincorporated enterprise of which more than 35 percent of the bene-
ficial interest is owned by persons described in (1-5),
7. For purposes of the tax on excess business holdings only, another
private foundation that either--

a. is effectively controlled, directly or indirectly, by the same person or persons who

control the private foundation in question, or

b. receives substantially all of its contributions, directly or indirectly, from the same
persons described in (1), (2), or (3), or members of their families, who made,
directly or indirectly, substantially all the contributions to the private foundation in
question, and
8. For purposes of the tax on self-dealing only, a government official.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
THE SIERRA PROJECT GENERAL FUND - Declaration of Trust

The Sierra Project Charitable Trust. Declaration of Trust made as of the 31st day of July, 2017,
by The Sierra Project of Fort Myers, Florida and Gabriel M. Colon, Dylan R. Heitmann, and
Spencer R. Barney of Fort Myers, Florida who hereby declare and agree that they have received
this day from Donna Brown, as Donor, the sum of Ten Dollars ($10) and that they will hold and
manage the same, and any additions to it, in trust, as follows:

First: This trust shall be called "The Sierra Project Charitable Trust."

Second: The trustees may receive and accept property, whether real, personal, or mixed, by
way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held,
administered, and disposed of in accordance with and pursuant to the provisions of this
Declaration of Trust; but no gift, bequest or devise of any such property shall be received and
accepted if it is conditioned or limited in such manner as to require the disposition the income or
its principal to any person or organization other than a "charitable organization" or for other than
"charitable purposes" within the meaning of such terms as defined in Article Third of this
Declaration of Trust, or as shall in the opinion of the trustees, jeopardize the federal income tax
exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.

Third: A. The principal and income of all property received and accepted by the trustees to
be administered under this Declaration of Trust shall be held in trust by them, and the trustees
may make payments or distributions from income or principal, or both, to or for the use of such
charitable organizations, within the meaning of that term as defined in paragraph C, in such
amounts and for such charitable purposes of the trust as the trustees shall from time to time select
and determine; and the trustees may make payments or distributions from income or principal, or
both, directly for such charitable purposes, within the meaning of that term as defined in
paragraph D, in such amounts as the trustees shall from time to time select and determine
without making use of any other charitable organization. The trustees may also make payments
or distributions of all or any part of the income or principal to states, territories, or possessions of
the United States, any political subdivision of any of the foregoing, or to the United States or the
District of Columbia but only for charitable purposes within the meaning of that term as defined
in paragraph D. Income or principal derived from contributions by corporations shall be
distributed by the trustees for use solely within the United States or its possessions. No part of
the net earnings of this trust shall inure or be payable to or for the benefit of any private
shareholder or individual, and no substantial part of the activities of this trust shall be the
carrying on of propaganda, or otherwise attempting, to influence legislation. No part of the
activities of this trust shall be the participation in, or intervention in (including the publishing or
distributing of statements), any political campaign on behalf of or in opposition to any candidate
for public office.

B. The trust shall continue forever unless the trustees terminate it and distribute all of the
principal and income, which action may be taken by the trustees in their discretion at any time.
On such termination, assets shall be distributed for one or more exempt purposes within the
meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
future federal tax code, or shall be distributed to the federal government, or to a state or local
government, for a public purpose. The donor authorizes and empowers the trustees to form and
organize a nonprofit corporation limited to the uses and purposes provided for in this Declaration
of Trust, such corporation to be organized under the laws of any state or under the laws of the
United States as may be determined by the trustees; such corporation when organized to have
power to administer and control the affairs and property and to carry out the uses, objects, and
purposes of this trust. Upon the creation and organization of such corporation, the trustees are
authorized and empowered to convey, transfer, and deliver to such corporation all the property
and assets to which this trust may be or become entitled. The charter, bylaws, and other
provisions for the organization and management of such corporation and its affairs and property
shall be such as the trustees shall determine, consistent with the provisions of this paragraph.

C. In this Declaration of Trust and in any amendments to it, references to "charitable

organizations" or "charitable organization" mean corporations, trusts, funds, foundations, or
community chests created or organized in the United States or in any of its possessions, whether
under the laws of the United States, any state or territory, the District of Columbia, or any
possession of the United States, organized and operated exclusively for charitable purposes, no
part of the net earnings of which inures or is payable to or for the benefit of any private
shareholder or individual, and no substantial part of the activities of which is carrying on
propaganda, or otherwise attempting to influence legislation, and which do not participate in or
intervene in (including the publishing or distributing of statements) any political campaign on
behalf of or in opposition to any candidate for public office. It is intended that the organization
described in this paragraph C shall be entitled to exemption from federal income tax under
section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future
federal tax code.

D. In this Declaration of Trust and in any amendments to it, the term "charitable purposes" shall
be limited to and shall include only religious, charitable, scientific, literary, or educational
purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, but only such purposes as also
constitute public charitable purposes under the law of trusts of the State of Florida.

Fourth: This Declaration of Trust may be amended at any time or times by written instrument
or instruments signed and sealed by the trustees, and acknowledged by any of the trustees,
provided that no amendment shall authorize the trustees to conduct the affairs of this trust in any
manner or for any purpose contrary to the provisions of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code. An amendment of the
provisions of this Article Fourth (or any amendment to it) shall be valid only if and to the extent
that such amendment further restricts the trustees' amending power. All instruments amending
this Declaration of Trust shall be noted upon or kept attached to the executed original of this
Declaration of Trust held by the trustees.

Fifth: Any trustee under this Declaration of Trust may, by written instrument, signed and
acknowledged, resign his office. The number of trustees shall be at all times not less than two,
and whenever for any reason the number is reduced to one, there shall be, and at any other time
there may be, appointed one or more additional trustees. Appointments shall be made by the

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
trustee or trustees for the time in office by written instruments signed and acknowledged. Any
succeeding or additional trustee shall, upon his or her acceptance of the office by written
instrument signed and acknowledged, have the same powers, rights and duties, and the same title
to the trust estate jointly with the surviving or remaining trustee or trustees as if originally
appointed. None of the trustees shall be required to furnish any bond or surety. None of them
shall be responsible or liable for the acts or omissions of any other of the trustees or of any
predecessor or of a custodian, agent, depositary or counsel selected with reasonable care. The
one or more trustees, whether original or successor, for the time being in office, shall have full
authority to act even though one or more vacancies may exist. A trustee may, by appropriate
written instrument, delegate all or any part of his or her powers to another or others of the
trustees for such periods and subject to such conditions as such delegating trustee may
determine. The trustees serving under this Declaration of Trust are authorized to pay to
themselves amounts for reasonable expenses incurred and reasonable compensation for services
rendered in the administration of this trust, but in no event shall any trustee who has made a
contribution to this trust ever receive any compensation thereafter.

Sixth: In extension and not in limitation of the common law and statutory powers of trustees
and other powers granted in this Declaration of Trust, the trustees shall have the following
discretionary powers.

a) To invest and reinvest the principal and income of the trust in such property, real, personal, or
mixed, and in such manner as they shall deem proper, and from time to time to change
investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes,
obligations, or personal or real property (including without limitation any interests in or
obligations of any corporation, association, business trust, investment trust, common trust fund,
or investment company) although some or all of the property so acquired or retained is of a kind
or size which but for this express authority would not be considered proper and although all of
the trust funds are invested in the securities of one company. No principal or income, however,
shall be loaned, directly or indirectly, to any trustee or to anyone else, corporate or otherwise,
who has at any time made a contribution to this trust, nor to anyone except on the basis of an
adequate interest charge and with adequate security.

b) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by
private contract, for such consideration and on such terms as to credit or otherwise, and to make
such contracts and enter into such undertakings relating to the trust property, as they consider
advisable, whether or not such leases or contracts may extend beyond the duration of the trust.

c) To borrow money for such periods, at such rates of interest, and upon such terms as the
trustees consider advisable, and as security for such loans to mortgage or pledge any real or
personal property with or without power of sale; to acquire or hold any real or personal property,
subject to any mortgage or pledge on or of property acquired or held by this trust.

d) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants,
contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any
transaction in which they engage.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
e) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any
concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security
holders in acting through a committee, depositary, voting trustees, or otherwise, and in this
connection to delegate authority to such committee, depositary, or trustees and to deposit
securities with them or transfer securities to them; to pay assessments levied on securities or to
exercise subscription rights in respect of securities.

f) To employ a bank or trust company as custodian of any funds or securities and to delegate to it
such powers as they deem appropriate; to hold trust property without indication of fiduciary
capacity but only in the name of a registered nominee, provided the trust property is at all times
identified as such on the books of the trust; to keep any or all of the trust property or funds in any
place or places in the United States of America; to employ clerks, accountants, investment
counsel, investment agents, and any special services, and to pay the reasonable compensation
and expenses of all such services in addition to the compensation of the trustees.

Seventh: The trustees' powers are exercisable solely in the fiduciary capacity consistent with
and in furtherance of the charitable purposes of this trust as specified in Article Third and not
otherwise.

Eighth: In this Declaration of Trust and in any amendment to it, references to "trustees" mean
the one or more trustees, whether original or successor, for the time being in office.

Ninth: Any person may rely on a copy, certified by a notary public, of the executed original
of this Declaration of Trust held by the trustees, and of any of the notations on it and writings
attached to it, as fully as he might rely on the original documents themselves. Any such person
may rely fully on any statements of fact certified by anyone who appears from such original
documents or from such certified copy to be a trustee under this Declaration of Trust. No one
dealing with the trustees need inquire concerning the validity of anything the trustees purport to
do. No one dealing with the trustees need see to the application of anything paid or transferred to
or upon the order of the trustees of the trust.

Tenth: This Declaration of Trust is to be governed in all respects by the laws of the State of
Florida.

Eleventh: Any other provisions of this instrument notwithstanding, the trustees shall
distribute its income for each tax year at a time and in a manner as not to become subject to the
tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the
corresponding section of any future federal tax code. Any other provisions of this instrument
notwithstanding, the trustees will not engage in any act of self-dealing as defined in section
4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax
code; nor retain any excess business holdings as defined in section 4943(c) of the Internal
Revenue Code, or the corresponding section of any future federal tax code; nor make any
investments in a manner as to incur tax liability under section 4944 of the Internal Revenue
Code, or the corresponding section of any future federal tax code; nor make any taxable
expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding
section of any future federal tax code.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
President of the Corporation and Trustee ___________________________________________
Witnessing Trustee _________________________________________________

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
 United States Code
Section 26 § 501 (c) (3)

(3) Corporations, and any community chest, fund, or foundation, organized and operated
exclusively for religious, charitable, scientific, testing for public safety, literary, or educational
purposes, or to foster national or international amateur sports competition (but only if no part of
its activities involve the provision of athletic facilities or equipment), or for the prevention of
cruelty to children or animals, no part of the net earnings of which inures to the benefit of any
private shareholder or individual, no substantial part of the activities of which is carrying on
propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in
subsection (h)), and which does not participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of (or in opposition to) any
candidate for public office.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney
Recommendation/Donation Process

1. Founding Partners may make recommendations directly to the President of the Corporation
and the Board. All others must request, in writing to the Secretary, a meeting with the
Board which shall be granted unless the President deems the request dilatory or unworthy
of consideration or at odds with the mission of the Sierra Project. This decision may be
challenged by a Board member and the decision of the President may be overruled by the
vote of two or more Board members.
2. Presentations are heard and then the Board shall deliberate in secret. Donations shall be
approved by the Board of Directors by a majority vote for anything under 50 dollars and a
2/3 majority for anything exceeding 50 dollars.
3. Once approved, the President shall direct the Secretary to make the donation under the
name of the Project, unless another name is requested by the Board or the Board decides
to make the decision anonymous. It shall be donated under the Sierra name and, if the
donation recipient requests or requires it, the name of the President of the Corporation, or,
if there is no president, one of the named partners.
4. If an event is taking place, a partner or the President should go to represent the Project and
its missions and goals.

The Sierra Project Named Partners Gabe Colon and Dylan Heitmann
President Spencer Barney