LACEY HISTORICAL SOCIETY (LHS)

PO Box 3324   Lacey, Wash. 98509-3324    

‘To be a voice for the early citizens of Lacey, and to be their stewards protecting the historical heritage they have given us’

BOARD OF TRUSTEES REGULAR MEETING

       October 10, 2023 – 3:30pm

MINUTES

 

Present:  Jon Halvorson, President, Robert Southwick, Vice-President; Kendra Hensley, Treasurer; John Dziedzic, Secretary; and Trustees Peggy McHugo, Monte Pascual, Mike Smith, John Turner, Paul Webb, and Margie Wyllie.  Guests:  Cynthia Jo Pratt, Tim McGuire, and Denise Keegan (Trustee Nominees).

Trustee Wilson was excused.

President Halvorson convened the meeting at 3:37 p.m.

 

Agenda/Previous Minutes:  The Agenda was APPROVED as presented.  The Minutes of the September 12, 2023 meeting, as presented, were also approved.

Treasurer’s Report:  Treasurer Hensley distributed and discussed a spreadsheet summarizing recent expenditures relating to the newsletter, and the receipt of several new memberships.

President Halvorson asked for clarification regarding who was the “payee” on the checks associated with the donations authorized by the Board of Trustees at the May 6, 2023 board meeting.  Treasurer Hensley reported that those checks ($50,000 for the purpose supporting programmatic efforts at the museum, and $5,000 for a plaque to be located at the Jacob Smith House) were made out to the Lacey Museum, as opposed to the City of Lacey.

M/S/P  Secretary Dziedzic moved, and Trustee Wyllie seconded, a motion to accept the Treasurer’s report.  The motion was adopted.

M/S/P  Trustee Webb moved, and Trustee Turner seconded, a motion to accept the Treasurer’s recommendation that the certificate of deposit maturing November 3, 2023 be re-deposited into a 7-month certificate of deposit at the Washington State Employees Credit Union.  The motion was adopted.

 

Annual Meeting Planning Update:  Trustee-nominee, and Chair of the Annual Meeting Planning Committee Pratt distributed and discussed the status of planning for the meeting, and invited interested Trustees to a follow-up meeting to finalize those plans.

By-Law Amendments:  Secretary Dziedzic discussed a previously distributed compilation of amendments for consideration, including the ratification of those amendments recommended by the Board of Trustees in 2022, which, due to the pandemic, had not been submitted to the membership for adoption.

After presentation and discussion of the proposed amendments, the following proposals were recommended to be advanced to the membership for a vote at the October 24, 2023 annual meeting:

  1. Amending Section 5(b) to clarify that, in conjunction with the annual meeting, the membership elects both (i) all Trustees for a two-year term; and (ii) the four officers of the Board of Trustees for one-year term.

 

  1. Amending Section 5(j) to authorize the Board of Trustees to conduct elections by mail and electronically, in addition to the in-person casting of ballots at the annual meeting. (See note (D)(ii), below.)

 

  1. Amending Section 4(a) to eliminate the existing five categories of membership and require the Board of Trustees to set membership dues amount(s) annually as part of the budget. This amendment also clarifies that any amount received in excess of the established dues is considered a donation in the year received, and not a pre-payment of future dues.

 

  1. Ratifying the following six amendments recommended by the Board of Trustees on March 9, 2022, which relate to:

 

  1. restricting the release of membership contact information – By-law Section (4)(f) (See note (1), below);
  2. providing for the filling of vacancies on the Board of Trustees – By-law Section (5)(f);
  • authorizing voting by mail, under certain circumstances – By-law Section (5)(j) (See note (2), below);
  1. relating to which officers may be the “registered agent” identified in annual filings with the Office of the Secretary of State – By-law Section (6)(d);
  2. changing the definition of what constitutes a quorum for the annual meeting – By-law Section (7)(c); and
  3. making technical changes to the list of standing committees – By-law Section (9).

 

NOTES:

 

  • With respect to the amendment to By-law Section (4)(f), as described in (D)(i), above: several trustees suggested clarifying what was meant by the language prohibiting the use of the membership list “for any commercial purpose.” As the proposal to the membership is intended to be simply a ratification of the prior action of the Board, no additional changes to existing language was deemed appropriate.  Rather, the consensus of the Board was that the record should reflect that this provision is intended to be interpreted to mean that the Board may not release membership contact information to any outside entity that could use it to solicit the purchase of any product or service.  However, the Board may include advertisements in materials it distributes to the membership, such as the newsletter.  The operative distinction is that members’ private information remains within the control of the Board.

 

  • With respect to the amendment to By-law Section 5(c), as described in (D)(iii), above, and the amendment described in (B), above, it was pointed out that the two amendments were inconsistent regarding the circumstances under which voting, other than at an annual or special meeting, could be authorized.  It was explained that, pursuant to Robert’s Rules of Order § 23, amendment (B) (permitting electronic or mail-in voting at the discretion of the Board) would be considered an amendment to amendment (D)(iii) (permitting electronic or mail-in voting only when an annual meeting “must be delayed.”)  This is also consistent with the statutory rule of construction (see RCW 1.25.025(1)), which provides that the last adopted amendment on the same subject is considered to supersede prior provisions.

M/S/P  Secretary Dziedzic moved, and Trustee Hensley seconded, a motion to advance to the membership for a vote at the upcoming Annual Meeting the proposed amendment to Section (5)(b).  The motion was adopted.

M/S/P  Secretary Dziedzic moved and Trustee Hensley seconded, a motion to advance the proposed amendment to Section (5)(j) to the membership for a vote at the upcoming Annual Meeting.  The motion was adopted.

M/S/P  Trustee Turner moved, and Trustee Hensley seconded, a motion to advance to the membership for a vote at the upcoming Annual Meeting the portion of the proposed amendment to Section (4)(a) requiring the Board to set the amount of membership dues annually.  The motion was adopted.

M/S/P  Secretary Dziedzic moved, and Treasurer Hensley seconded, to advance to the membership for a vote at the upcoming Annual Meeting the portion of proposed amendment to Section (4)(a) relating to how receipts in excess of the required annual dues are to be considered.  The motion was adopted.

M/S/P  Secretary Dziedzic moved, and Treasurer Hensley seconded, a motion to advance for ratification by a vote of the membership at the upcoming Annual Meeting the amendments recommended by the Board of Trustees in March 2022. The motion was adopted.

 

Next Meeting:  The Board agreed to next meet on Tuesday, November 14, 2023 at 3:30.

The meeting was adjourned at 5:15 p.m.

           Submitted by:  John Dziedzic, Secretary

 

Attachments:

  1. Treasurer’s Report
  2. Annual Meeting supplies inventory
  3. Annual Meeting planning outline
  4. Discussion outline re: proposed by-law amendments