||| From Michael Riordan |||
The current attempt to amend the Eastsound Water Users Association Bylaws is fundamentally flawed and should be stopped.
Like the U.S. Constitution, an organization’s bylaws are agreements or contracts between its members and the individuals elected or appointed to represent them. Bylaws empower and assign fiduciary responsibilities to the board, and the board is expected to follow these guidelines on behalf of the organization’s members. Amendments to the Bylaws therefore need to reflect the will of the majority of members, and as a result, the drafting of the Bylaws requires significant member involvement.
However, this is not happening with the current EWUA amendment process. imposed From a knowledgeable source, I recently learned that the major impetus for amending the articles of incorporation began with a request from the current general manager. That’s clearly wrong. And given that recall efforts were under threat at the time, some board members wanted to make it more difficult for members to take such actions. However, that objective is clearly not in the best interests of members, as it favors challenging directors who wish to remain in office.
One seriously needed amendment that several members recently advocated for was an open meeting clause that would make all boards open to the possibility of member attendance and participation. They also requested that the minutes of these meetings be eventually published on the EWUA website so that interested members who are unable to attend can always evaluate the Board’s decisions and actions. But the proposal has been largely ignored by the board-dominated charter committee, and the draft amendment even includes a closed meeting provision.
And in all the draft amendments I have seen, there was no provision for final ratification by full member states. This is a major flaw. Yes, there are indeed provisions, including in the EWUA Bylaws, for members to propose and approve (or reject) amendments at the Annual General Meeting. But doing so is a tedious process with a low chance of success, no matter how worthy the motivation. However, in this age of the Internet, a board-approved bylaw amendment can easily be submitted for membership approval, and (for example) a majority of respondents will decide the outcome.
When I was vice president of the View Haven Estates Homeowners Association, I led an ordinance amendment process aimed at separating the secretary/treasurer’s office into two positions. I chaired a committee consisting of two full members, myself and her, and proposed an amendment that was approved by the board. In accordance with the Association’s existing Bylaws, these were submitted to a vote of the entire membership and approved by the required two-thirds majority.
Such membership approval measures should be included in the EWUA bylaws.
But what really concerns me is how this EWUA amendment process started — some board members trying to appease the general manager and make it more difficult to remove him from his position. It was started in a thinly disguised attempt by (And lawyers were reportedly paid thousands of dollars in related legal fees.) This is another example of the dog wagging its tail, an apt metaphor that has come to characterize EWUA’s work in recent years.
Fortunately, there is a provision in the current code that requires approval of proposed amendments. Five Of the seven current board members. This means that a minority of the three board members can effectively block the proposed amendment and thereby withdraw it. In this case, thankfully, the majority does not rule. We need a super majority.
Therefore, I urge the responsible minority on the current EWUA Board of Directors to vote to reject the proposed bylaw amendments, thereby shortening the current deeply flawed process.
If this vote is successful, the amendment process can begin anew, but this time with EWUA members involved as equal partners in this effort.
