Text of e-mailed memo to Sequim-Dungeness Valley Chamber of Commerce members
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To: Sequim Chamber of Commerce Members
Date: February 14, 2008
This e-mail is coming from 2 of your 3 remaining voting Board members: Hattie Dixon and Ron Gilles. The third voting board member is appointed by the Irrigation Festival Committee, a Division of the Chamber of Commerce. The remaining Board has full authority as noted below.
In some ways, the 14 points presented at the 2/12/08 forum are valid; some have been started, some the 2007 Board had directed Lee Lawrence to assist with and were either not started or not completed, and some are good common sense that should be implemented as soon as proper procedures and committees can be put in place.
The Chamber bylaws state:
Page 4, Article IV, Section 4, "Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote."
When non-profit bylaws are not definitive, RCWs (Revised Code of Washington) fall into place.
RCW 24.03.105
Vacancies
"Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining board of directors even though less than a quorum is present unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office."
RCW 24.03.110
Quorum of Directors
"A majority of the number of directors fixed by, or in the manner provided in the bylaws, or in the absence of a bylaw fixing or providing for the number of directors, then of the number fixed by or in the manner provided in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation or the bylaws."
While the group of Concerned Citizens are well intentioned, there are no provisions for a self-appointed committee to take over Board authority when there are still Board members in place. There are no provisions for a committee not approved by the Board to conduct their own Board nominations and voting.
While we agree with the need to have such a vote, the process is not correct. If in fact change is requested by the majority of the Chamber, it is even more important to follow due process.
We have made the decision to stay on the Board for the following reasons:
1) To make sure that there is an orderly method of Board change
2) To appoint a minimum of 2 more Board members to fill currently vacated terms
3) To consider the recommendations set forth on document dated February 12th (2008) as presented at the forum on 2/12/08.
4) Once an official vote for new Board members is completed, the remaining Board members wish to step aside.
5) Concerns that need to be addressed quickly by the authorized Board:
6) Hire an unbiased CPA firm to audit the Chamber's financial condition.
7) Two areas that should be passed to the new board will be a Bylaws Committee and an Executive Director Selection Committee.
We believe that being loud and rude does not make an issue "right." We wish to stand up for those who are willing to listen and are interested in proper due process. If in fact it is the desire of the majority of the Chamber members (and we mean a full majority — not just those attending a forum), we will step aside when that is determined.
Hattie Dixon Ron Gilles
Last modified: February 14. 2008 9:00PM