DUGUALLA COMMUNITY, INC.  – ANNUAL MEMBER MEETING MINUTES 9/17/2022

 

1.The meeting at the clubhouse was called to order at 3 PM by President Steve Hucke.

 

2.Steve introduced and recognized the present volunteer board members, Club House Manager and Webmaster:

 

 

 

Position#4.PresidentSteve Hucke

 

9.Vice President Nadia Kent

 

1.TreasurerClint Christiansen

 

8.SecretaryMyron Parry

 

6.Water Danny Kaiser

 

7.WaterLarry Caton

 

2.BuildingShawn Albert

 

3.LagoonChris Johnson

 

5.Board memberGraig Haberman

 

 

 

Webmaster - Steve Johnson

 

Club House ManagerMike Legere

 

 

3.Steve explained that there are five Board members (Positions 1,3,6,7,9) ending their terms at the end of this Annual Meeting and that the Board Members in Positions 2, 4, 5 and 8 are willing to continue to serve.

 

 

 

Danny Kaiser explained that the Community Members elect the Board Members who then, following the Annual Meeting, elect the President, Vice President, Treasurer and Secretary for the Corporation from among Members of the Board and may appoint Board Members to committees.

 

 

 

Pam Kaiser moved to elect Steve Hucke, Shawn Albert, Graig Haberman and Myron Parry to the Board.  Tom Johnson seconded the motion.  The motion passed unanimously.

 

 

 

Steve Hucke then announced that Leslie Wagner and Mark Van Wyngarden have volunteered to serve on the Board and asked for volunteers to fill the remaining positions.  Julie Chan, J.D. Ray and Jim Jolley volunteered.  Tom Johnson moved to elected these five candidates.  Judy Opheim seconded the motion.  The motion passed unanimously.

 

 

 

4.Old business:

 

oTreasurer’s report: Clint Christiansen reported that DCI’s checking/savings account balance as of 9/3/2022 is $487,384.42 and that the biggest update for 2021 to 2022 was the change from Jones Account to King Water Company for accounting and billing services.  Clint also reported that the Community address list was verified by reviewing the billing list from King Water Company and comparing that list to the Island County GIS website for each parcel listed within the Community.  At the present time, there is 100% accuracy.

 

oSecretary’s report on the duguallabay.org web page: Myron Parry recognized Steve Johnson, webmaster, who has done a great job maintaining the Community website and making changes and improvements.  Myron reported that in May we moved the duguallabay.org website hosting from Isomedia to Fidalgo.net.  Fidalgo.net is less expensive and we have not experienced the problems that we had with Isomedia.  In June we implemented duguallabay.org email addresses for the Board Officers.  These addresses are listed on the duguallabay.org website and will facilitate the flow of information as officers leave the Board and others take their place.

 

oWater Main replacement project:

 

oSteve Hucke explained that concrete asbestos pipe has an expected useful life of 40 years and that the pipe has been in place for at least 50 years.

 

oSteve Hucke also reported that two repairs have been made recently, the most recent one to galvanized pipe at the east end of Shorecrest Drive.  Saltwater encroachment makes this area most susceptible to failure, so at this point Phase I of pipe replacement project is planned to be along Shorecrest Drive and Bay Front Lane.

 

oSteve explained the process of obtaining grants and or loans is started by getting DCI’s financial house in order.  These efforts include changing to King Water accounting and billing services as well as addressing the flat rate structure.

 

oSteve explained replacing pipe with pipe of the same diameter is considered a repair and would avoid the substantial costs and delay of re-designing the installation.  He also stated that we may replace one section at a time.

 

oFinally, Steve reported that we are requesting bids.  Corey Johnson of Johnson Construction is planning to submit a bid to replace the pipe along Shorecrest Drive.  Steve reported that he has contacted several other contractors.

 

oLagoon drain pipe flushing update: Steve reported that the practice was to flush the pipe annually.  In 2021, the pipe was almost completely clogged with barnacles and mussels.  Going forward, the pipe will be flushed every six months.  Corey Johnson of Johnson Construction (located on Whidbey Island) is planning to submit a bid and should be less expensive by saving transportation costs from Bellingham charged by the current contractor.

 

oWater tank cleaning: Steve reported that the largest water tank on the top of the hill was cleaned this year and that it had been a long time since the tank was last cleaned.

 

 

 

5. New business:

 

a.Bylaw change to water billing cycle: Steve Hucke proposed a change to quarterly/every 3 months (4 times a year) from the current every 2 months (6 times a year).  The cost saving would be about $800.00 a billing cycle, for an annual saving of $1600.00 in administrative costs.  The Members discussed this change, including the fact that the cost savings go toward replacing pipe instead of reducing water invoices and that the change would likely take place at the beginning of 2023.  Mike Henderson moved to make this change.  Pam Kaiser seconded the motion.    The motion passed unanimously.

 

b. Currently the DCI 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…”

 

 

 

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 Members discussed the proposed changes.  Following the discussion, Kent Kiesselbach moved to make the recommended change.  Maria Murphy seconded the motion.  Steve asked for a vote.  Yea vote carried with one vote opposed.

 

c.Currently the DCI 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:

 

 

 

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 Members discussed the recommended changes.  Following the discussion, Kent Kiesselbach moved to make this change.  Teresa Kaiser seconded the motion.  Passed unanimously.

 

 

 

6.Public Comment:

 

a.Members expressed a concern about leaking water lines resulting in large water bills.  Steve Hucke explained that the home owner is responsible for leaks that occur after the water meter and that there have been approximately thirty of these leaks repaired this year.  He pointed out that leaking water incurs the costs of treatment and pumping, both of which are borne by the community.  He also explained that a home owner who has received a large water bill as the result of a leak can ask the Board to approve a one-time rate reduction.

 

b.Members expressed concerns about the water rates that took effect at the beginning of 2022.  The discussion included proposals for different rates, paying annually for excess gallons used, receiving credits and specific concerns about larger households.  Other Members supported the Board’s efforts to get DCI to the point that we can replace the pipes.  Steve responded that it had been a good discussion and that the Board, as elected by the Members, would continue to implement the water rates, including a review of the 2022 full-year invoice data.

 

c.Members asked about the Board’s plans to fund the pipe replacement.  Steve explained that the initial pipe replacements would be funded by the funds DCI has currently set aside and that we would continue replacing pipe as funds are available, keeping a reasonable reserve for other projects.  He also pointed out that we are early in the process and will know more as the project develops.

 

7.Next Board Meeting: October 19, 2022 (Wednesday), 6:00 PM.

 

8.Adjournment: Mickie Hucke made a motion to adjourn.  Tom Johnson seconded.  Passed unanimously at 4:15 PM.

 

9.Meeting was followed by Meal, Social and DJ music by Brian LaVere.