SEQUIM — Two groups are seeking control of the organization that oversees Sequim’s original irrigation ditch.
Following a May 14 special meeting of Sequim Prairie Tri-Irrigation Association (SPTIA) shareholders, a proposal may be moving forward again — with a reinstated board of directors.
For now, the “Irrigation Efficiencies and Improvement Project” is on hold, board member Gary Smith said, as the Clallam Conservation District, the project’s managing agency, must agree that SPTIA’s approved board is the one in control.
“Board authority is the issue here,” Smith said. “I’m not sure what they’ll require for proof.”
A majority of the SPTIA’s board that oversees the ditch was ousted at the group’s annual meeting Feb. 12 after allegedly not following the nonprofit’s bylaws for meeting protocols and properly notifying shareholders of their 2023 and 2024 annual meetings.
New board members later voted to withdraw from an agreement with the Conservation District for upcoming piping projects and to seek studies on the long-term impact of piping projects on trees, wildlife and aquifer recharge before any piping is done.
Some of those members have expressed concerns about piping for more than a year to SPTIA’s leaders and the Conservation District’s board, such as preserving the original ditch, pipe pressure safety, lack of easement rights, and trees and wells drying up.
Both of SPTIA’s boards threatened legal action after the annual meeting.
Subsequently, four previous board members were reinstated by a capacity crowd of shareholders on May 14 in the Dungeness River Nature Center in a nearly three-hour special meeting.
Smith opened the meeting by reading a statement that referred to the Feb. 12 meeting as a “hostile takeover” and saying the two boards had conflicting messages that caused confusion in the community.
He said that of the 25 miles of ditch SPTIA controls, about 60 percent is open ditch, and with the proposed piping plan, it would be closer to 50 percent.
Piping project
The “Irrigation Efficiencies and Improvement Project” has two components, with the larger “Sequim Prairie” plan set to install 10,200 feet of pipe along the SPTIA’s main ditch for irrigation water south of U.S. Highway 101 and east of the Dungeness River that goes north behind Walmart, through the Jennie’s Meadow development, and then east through dozens of parcels, stopping just before Fifth Avenue.
This ditch was the first built to bring irrigation to Sequim farms and households starting on May 1, 1895.
A second portion of the project, “Eureka-Independent,” would pipe 1,300 feet of previously piped ditch on the Jamestown S’Klallam Tribe’s Healing Campus to Washington Street. The Eureka-Independent was set for completion by the end of March but was stopped due to SPTIA’s leadership change; the Sequim Prairie piping portion was tentatively set to begin after Sept. 15 and finish by the end of March 2025.
The $2.4 million projects — with about $1.5 million of that in state Department of Ecology funding — would improve instream flows in the Dungeness River and save about 1.75 cubic feet per second, or 533 acre-feet of water, while supporting endangered fish species in the river, according to grant documents.
Kim Williams, a Clallam Conservation District director, said in a March interview she was advised by legal counsel that they’re waiting on SPTIA shareholders to legally determine who is the acting board.
“It’s a governance issue,” she said. “We can’t make any moves on the project until we have commitments in place.”
Virginia Shogren, an attorney and SPTIA shareholder elected to the board at the 2024 annual meeting, said in interview after the May 14 special meeting she’s unsure of the direction she and supporters will now pursue.
She and others disputed the legitimacy of the special meeting, saying board members can only be elected at the annual meeting per SPTIA’s bylaws (Article 2, Section 2) .
Annual meeting
In a late February letter to shareholders, Smith and the now-reinstated board members wrote that, during the 2024 annual meeting in KSQM’s meeting room, Shogren interrupted the meeting agenda with accusations about lack of meeting notices and called for a vote over Smith’s objections.
Shogren said she called for shareholders not to approve the 2023 minutes due to the lack of proper notice, and to proceed with board elections of four positions — two for 2023 and two for 2024.
She said Smith acknowledged the motion after calling it out of order, and shareholders voted 19-12 in favor.
Smith said the meeting was out of control and left; however, Shogren said the board members left without adjourning so shareholders remaining voted in four new directors for a quorum to continue. They continued the meeting and later voted to end the collaboration with the Conservation District and the piping project.
Richard Moore, a board director appointed after the annual meeting, said he didn’t receive a notice for the 2023 meeting and that’s why he attended the 2024 meeting and referred to it as “heated.”
He said SPTIA’s bylaws state they can only elect board members at the annual meeting, and special meetings only allow for votes of two-thirds of those in attendance in favor to remove a board member (Article 2, Section 9) .
Smith wrote that Shogren and others shouted everyone down and he declared the meeting out of control and closed it.
He called the effort “manipulation of Roberts Rules of Order and the Bylaws as an end run to stop what she really objects to, which is the installation of additional piping on Virginia’s property in conjunction with the pending improvement projects we’ve been working on for over a year.”
A few people at the special meeting referred to the situation as “opportunistic,” and that they trusted the previous board for their years of experience.
Options
Matthew Lind, a Poulsbo attorney hired by Smith and the reinstated board directors, told shareholders on May 14 that they could choose to go to court over who is on the board and the meetings’ protocols, but it would be expensive and there would still be a lot of uncertainty.
Lind said there are two options following the Feb. 12 annual meeting: shareholders could wait until the next annual meeting to resolve the issue, or they could call a special meeting to continue and complete it.
He said the previous meeting was disrupted regardless if there was a motion to adjourn.
Shareholder Judy Larson said the 2023 meeting was invalid because it wasn’t held according to the bylaws’ requirement (Article 1, section 2) to hold the annual meeting on the first Monday of February each year at 1 p.m.
However, Lind said the bylaws also state the meeting should be held at the registered office of the corporation, which SPTIA does not own or operate.
“It basically makes it impossible to have a meeting because there’s no registered office,” he said.
Lind added that shareholders could wait until the 2025 annual meeting to fix that and the existing board from 2023 would stay in place other than the two positions up for election in the 2024 meeting.
Special meeting
Shareholders opted to continue their annual meeting on May 14 and declare the results of the 2023 annual meeting valid, reinstating Bon Reandeau and Jake Smith to three-year terms on the board in a 66-12 vote.
Gary Smith continued the meeting and shareholders approved the 2023 meeting minutes and financial report.
Nominations reopened for the two 2024 director seats held by Dana Davis and Pete Cameron. Both Richard Moore and Don Dashiell were nominated twice, as well.
Davis won 53 votes to Dashiell’s 13 and eight for Moore.
Cameron received a majority of the votes, and Dashiell and Moore passed on tallying their votes.
Each was given two minutes to speak, with Moore encouraging better distribution of water shares, new voices on the board and more transparency, while Dashiell said a “new person on the board would benefit the whole community.”
Davis said they’re under a lot of pressure by the Department of Ecology and they should use the water they have wisely. Cameron said he’s seen a lot of piping go in, which is “fantastic.”
Gary Smith said having nominations from the floor was a first for the organization, as the board normally has to convince people to be nominated.
After the votes, several shareholders made recommendations to the board; among them, to make piping voluntary, address non-shareholders accessing water, be more respectful to differing opinions, be mindful to shareholders’ trees, and be more transparent about SPTIA’s actions and process.
The shareholders also recommended better communication online, such as through a Facebook page.
Gary Smith said they’ve taken the message about being more transparent to heart and that board meetings are open to shareholders.
“I don’t have any problem with other people coming to the meeting,” he said. “If you have a problem, talk to us.”
Reandeau said the board will work to update the bylaws to be clearer throughout the year for the next annual meeting and he encouraged shareholders to get neighbors’ proxy votes on topics if they don’t plan to attend the annual meeting.
“We want everyone’s voice to be heard,” he said.
As for next steps, Gary Smith said they’ll most likely place a permanent dam in front of a fish screen at the ditch’s headgate because it’s something they’ve had to rebuild every year.
SPTIA has about 225 shareholders, directors said.
The current board of directors consists of Gary Smith, Dana Davis, Bob Reandeau, Troy Smith, Pete Cameron and Jake Smith.
The board after the Feb. 12 annual meeting was Gary Smith, Troy Smith, Virginia Shogren, Narciso Marcial, Don Dashiell and Don York (later appointed to be Richard Moore).
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Matthew Nash is a reporter with the Olympic Peninsula News Group, which is composed of Sound Publishing newspapers Peninsula Daily News, Sequim Gazette and Forks Forum. Reach him at mnash@sequimgazette.com.
