Attending: Steve Hucke, Nadia Kent, Clint Christensen, Larry Caton, Myron Parry, Danny Kaiser, Shawn Albert

 

Absent: Graig Haberman, Chris Johnson

 

Guests: Helen Mosbrooker, June Van Wyngarden, Mark Van Wyngarden

 

1.The meeting at the clubhouse was called to order at 6 PM by President Steve Hucke.

 

2.Minutes from 7/20/2022 Board Meeting: Motion to approve as submitted made by Nadia; Clint seconded the motion.  Passed unanimously.

 

3.Treasurer’s Report: See attached report.  Bank balance as of August 13, 2022 is $484,033.96 with $390,656.14 in money market account, $93,377.82 in checking account.  Difference from January - August 2022 is +$25,498.04.  Clint pointed out that, although we are ahead year-to-date, by the time property taxes are paid later in the year, the balance will be about even year-to-year.  Clint and Nadia reported that they checked the county property tax listing vs. King Water 7/12/2022 meter reading list.  Each parcel within the Dugualla Community is being billed by King Water.

 

4.OLD BUSINESS

 

a.Water main replacement report: Steve reported that he has contacted several contractors.  More to follow.

 

b.Lagoon drain pipe cleaning:  Steve reported that one of the water main replacement contractors has the equipment to clean out the pipe.  This contractor may be more competitive than our current contractor as they are located on Whidbey Island.  Steve asked him to send us a bid.

 

c.Reminder when next board meeting will be 9/14/2022 (second Wednesday in September) as the clubhouse is rented out on 9/21/2022 (third Wednesday in September).

 

5.NEW BUSINESS

 

a.Currently our Bylaws Article III, Section 3 state: “At the Annual Meeting, the Members shall, by majority vote, elect Directors to the following terms of office: Directorate positions are numbered 1 through 9, to coincide with the sections of the Dugualla community. Even-numbered Positions shall be elected in even-numbered years and serve a term of two years. Odd numbered Positions shall be elected in odd-numbered years and serve a term of two years. Elected Directors take office at the conclusion of the Annual Meeting. If a Director position is still unfilled at the end of the Annual Meeting, the Board may appoint a qualified successor to fill the vacancy.

 

 

 

Steve explained that we have not had people willing to join the board for many years from certain sections of the Dugualla community. If we do not get a volunteer from those sections, we may not even have 3 directors who can validly serve at this point. Opening the positions to the whole community allows a bigger pool of members who are willing and able to serve as directors. Note also that the Board is currently allowed to appoint Directors when a vacancy occurs, and does not require that person to be from a specific section. (See Article VI “Vacancies”, Section 3).

 

 

 

Steve also explained that after consulting with our attorney, a new RCW was given to us regarding this situation. We were also given copies of the RCW and reviewed this with him.  New RCW 24.03A.505 section (2) effective 2021 helps clarify “Number of directors”: “The board of directors of any corporation shall consist of three or more directors…” (copy attached).

 

 

 

Recommendation for By-law change to Article III, Section 3: “At the Annual Meeting, the Members shall, by majority vote, elect Directors. to the following terms of office: Directorate positions are numbered 1 through 9, to coincide with the sections of the Dugualla community. The board of directors shall be no less than 3 or more than 9 in numbers. Even-numbered Positions shall be elected in even-numbered years and serve a term of two years. Odd numbered Positions shall be elected in odd-numbered years and serve a term of two years. Elected Directors take office at the conclusion of the Annual Meeting. If a Director position is still unfilled at the end of the Annual Meeting, the Board may appoint a qualified successor to fill the vacancy”

 

 

 

The Board discussed the proposed changes.  Following the discussion:

 

i.Clint made a motion to change the By-Laws to three to nine members as recommended above.  Danny seconded the motion.  Passed unanimously.  This proposed change will be presented at the Annual Meeting in September 2022.

 

ii.Clint made a motion to eliminate the provision calling for a Board Member from each of the nine divisions as recommended above.  Danny seconded the motion.  Passed unanimously.  This proposed change will be presented at the Annual Meeting in September 2022.

 

b.Currently our Bylaws Article VII, Section 3 state: “Five or more Directors shall constitute a quorum. Every act or decision of a majority of the Directors present at a meeting with a quorum is valid as the act of the Board of Directors. Board Members may cast ballots by e-mail, teleconference or regular mail on any matter before the Board, but a quorum must still be physically present at the meeting.”

 

 

 

Steve explained that we do not have enough people willing to remain on the board to constitute a quorum, if we do not get volunteers or people keep moving or dropping off, we will be stuck with an inoperative organization.

 

 

 

Steve also explained that after consulting with our attorney, a new RCW was given to us regarding this situation. We were also given copies of the RCW and reviewed this with him. 

 

 

 

New RCW 24.03A.565  “Board Quorum and voting requirements” also effective 2021: (copy attached).

 

 

 

Section (1) “[in] the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins.”

 

 

 

Recommendation for By-law change to Article VII, Section 3:  “Every act or decision of a majority of the Directors present at a meeting with a quorum is valid as the act of the Board of Directors.  A quorum of the board consists of a majority of the directors in office before a meeting begins.  Board Members may cast ballots by e-mail, teleconference or regular mail on any matter before the Board, but a quorum must still be physically present at the meeting.”

 

 

 

The Board discussed the proposed change.  Following the Discussion, Danny made a motion to change the quorum requirement in the By-Laws as specified above.  Larry Seconded the motion.  Passed unanimously.  This proposed change will be presented at the Annual Meeting in September 2022.

 

c.The Board Discussed changing from bi-monthly to quarterly water billing.  Steve pointed out that this change would save about $1800 per year in transaction costs.  Danny made a motion to change from bi-monthly to quarterly water billing. Clint seconded the motion.  Passed unanimously.  This proposed change will be presented at the Annual Meeting in September 2022.

 

d.Steve reported that the Band Quarter Past Eight has backed out of performing after the September 2022 Annual Meeting.  He also said that a Member volunteered provide DJ music for free.  Steve to move this forward.

 

e.Steve reported that about 10 days ago there was a state sanitation inspection of the water system.  Everything passed with the exception of one repair that has already been completed.

 

f.Steve reported two members have submitted water invoice reduction requests.  Both requests were made after owners repaired leaks after the meter.  The Board discussed each request.  Following the discussion, Clint moved that the Board grant a one billing cycle rate reduction back to the base rate for each request.  Nadia seconded the motion.  Passed unanimously.  Steve to respond to the Members and update King Water.

 

g.Myron asked Retiring board members to bring keys and board notebooks to September board meeting.

 

h.The Board discussed the proposed change to the water rates from Tom Johnson.  Specific points considered:

 

i.This option was considered by the Board last year and rejected.

 

ii.The proposed rates are unsustainable as they are below water system and community operating costs.

 

iii.The cost to manage/invoice this billing method would be substantial.

 

iv.It cannot be considered at the Annual Member meeting as notice of the proposed change cannot be mailed to each Member at their last known address thirty days prior to the Member Meeting on September 17, 2022.

 

i.Larry reported that there is a hasp on the clubhouse electrical panel.  Mike Legere to put a lock on it.

 

j.Larry provided a TV wall mount bracket.  Shawn to install TV on the south wall of the clubhouse wall near an outlet.

 

6.Visitor comment:

 

a.Helen Mosbrooker and June and Mark Van Wyngarden attended the meeting to see how the board operates.

 

b.Mark inquired about Directors and Officers insurance.  Myron to follow up with Graig regarding what is in place.

 

7.Next Meeting: Wednesday, September 14, 2022 at 6:00 PM.

 

8.Adjournment: 6:56 PM.

 

 

 

Respectfully submitted, Myron Parry