The SNA Non-Profit Corporation Directors have voted to dissolve the corporation

[David Donohue]

The SNA Non-Profit Corporation Directors have voted to dissolve the corporation

Without any further information, without a vote or consultation with the residents of the Sunnyland Neighborhood, nor with the membership of the SNA, the board has proclaimed that they will personally make sure that the Non-Profit, Corporate form of the Sunnyland Neighborhood Association which has been in existence since 1998, shall expire.

Previously, a group of neighbors were called together to enact an election cycle required by the corporation’s by-laws in order to seat a new board, none of the existing members wishing to stand for election again.

There were two meetings, one May 18th, 2016, in which interested members put forth the names of persons they wished to see elected to the board in June.

In the subsequent meeting on June 15, 2016, the President of the Sunnyland Neighborhood Association informed all in attendance that the board didn’t support the mandated elections, mistakenly informed all in attendance that the association was in a “suspended” status, and further informed all present that they were planning to kill the association outright.

The President of the Sunnyland Neighborhood Association, Patrick McKee, stated that it would be “no problem” for the interested parties to start a new association.

I registered a strong objection in email, and was returned the single sentence this post is titled with “The SNA Non-Profit Corporation Directors have voted to dissolve the corporation.”

I disagree, and am republishing my objection to the board as I sent to Mr. McKee on the 23rd of June, 2016.

“Dear Patrick, and all:

The Sunnyland Neighborhood Association was started as such in 1998, and continues today.  This year, instead of holding elections as the board agreed to do when each member assented to caretake the association, the board has met in secret and decided to cashier the organization, despite there being other neighborhood members who wish to take over, as designed.

I, personally, feel betrayed by the recalcitrance of the board to allow this organization to continue, and feel that the board has taken questionable liberties in their administration of the organization.

All that is required to enlist a new board is to file an annual report with a new agent and new officers.  That’s it.

While it would be a major inconvenience to fight about this, I feel it is a matter of principle, which I will first take to the court of public opinion.  Perhaps no one will care, though I personally think it would be easier to just do your job, and sign on a new board.

Since the vote to dissolve the organization was taken in secret, and without consultation with those members who wished to participate, I posit that it is meaningless, and without weight.

Your paramount duty to the organization is to build membership and hold elections.  Everything else pretty much takes care of itself.   In failing to follow through with the elections, after we gathered people together for the task, the board abdicated it’s responsibility to it’s task, and rendered itself irrelevant.  To then attempt to kill a neighborhood organization of 18 years in the dark of night is intolerable.  It is not your personal decisions to make.

I hope you will reconsider this ill-advised decision.  It would be a very small thing to sign on the new crew we were sabotaged out of electing earlier this month.

David Donohue”

[Aldo Schipper]

I find it strange that the current board would want to dissolve the neighborhood association.  Especially when there are people wanting to continue it.  I think the association is a great asset to our neighborhood.  

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[Julie Poland]

Hi, all,

I agree, and appreciate David's efforts in moving us forward without dissolution.

We have nearly $700 in our treasury, and if that will come into a new board, great. 

It is very simple to move forward electing new officers, especially when we have people who have already stepped forward.

I will contact the Secretary of State's office tomorrow to ask what happens if dissolution occurs.

Anyone with questions or more info, please feel free to email:  julia...@comcast.net; or call:  360-393-1860; or stop by:  2816 Grant.

Thanks to all of our neighbors who care about our community.

Julia

---

From: "Aldo Schipper" <ald...@gmail.com>
To: sunn...@googlegroups.com
Sent: Sunday, June 26, 2016 3:55:59 PM
Subject: Re: The SNA Non-Profit Corporation Directors have voted to dissolve the corporation

[Margaret Lyons]

Although I haven't been involved with SNA for five years, I was on the board for the previous five and am shocked by this news; can it be true that a few current members could and would dissolve it? I had considered nominating myself for this cycle of elections and was thrilled to see an excellent slate of neighbors interested in stepping into leadership. The association historically has had low involvement; if there had been no further interest, I could understand the board holding a final meeting to announce the SNA's dissolution. But it seems that complete elections were on the horizon, so I don't understand how this could happen. Did all candidates withdraw? Can we vote the candidates in by email and thus 'save' the SNA? Isn't there something we neighbors should be aware of that might necessitate a hasty dissolution or, instead, a solution?

I would love clarification from the current board and perspective of any candidates willing. 

Thank you, David, for bringing the news. 

Margaret Lyons  

"It's better to light a single candle than curse the darkness."

[Ashley Goddard]

Thank you, Julia!

I don’t really understand why this is happening and why should we have to start another organization when we already have one--and one that already has reserve funds? 

I am NOT in support of this board decision and am take aback that those community members who wish to participate and graciously volunteer their time were not consulted. 

Is there a way to involve the city at this point?

Ashley Goddard L.Ac.

agod...@nineneedles.com

Bellingham:

1015 Railroad Ave. #106

Bellingham, WA  98225

(360)734-6463 (NINE)

NOTICE: This document may contain information covered under the Privacy Act, 5 USC 552(a), and/or the Health Insurance Portability and Accountability Act (PL 104-191) and its various implementing regulations and must be protected in accordance with those provisions. You, the recipient, are obligated to maintain it in a safe, secure and confidential manner. Re-disclosure without additional patient consent or as permitted by law is prohibited. Unauthorized re-disclosure or failure to maintain confidentiality subjects you to application of appropriate sanction. If you have received this correspondence in error, please notify the sender at once by calling (360)734-6463 and permanently delete or discard any copies in a manner which maintains confidentiality.

On Jun 26, 2016, at 4:30 PM, Julie Poland <julia...@comcast.net> wrote:

[Patrick McKee]

Propaganda is the spreading of information in support of a cause. It’s not so important whether the information is true or false or if the cause is just or not — it’s all propaganda.

There are very few facts in this propaganda screed.

[John McGarrity]

So Patrick what is the story? What sayeth the Bylaws?

--

John J. McGarrity
2729 North Park Dr.
Bellingham, WA 98225
Home 360-738-9695
Cell    360-201-2726

[Patrick McKee]

June 28, 2016

 

David Donohue is upset by a vote to dissolve the Sunnyland Neighborhood Assn Non-Profit Corporation. David has decided to go to the court of public opinion, in a attempt to overturn a decision he does not like. Mr Donohue owns the domain name "sunnyland.org". He has now taken over the Sunnyland Neighborhood Assn web site, and is using it to air his opinions. David has also expressed his viewpoint in long screeds sent to the Sunnyland Google and Facebook groups. Now, I would like to express my viewpoint on this issue.

 

The last SNA general meeting occurred in June 2015. At this meeting, four SNA Board positions, including Chairman, Treasurer, and Secretary were scheduled for elections. No one volunteered to fill these board positions. This was essentially the end of SNA. Long serving Board members were tired of holding meetings, where few if any Sunnyland residents showed up. These days it is difficult to get people out of their houses, and away from their screens to come to a neighborhood meeting. It's been a year since the last SNA meeting, and during that time no one e-mailed or called me to ask what happened to SNA.

 

In April this year, I began talking with neighbors, who were listed as "Directors" of the Sunnyland Non-Profit Corporation, registered with the Washington State Secretary of State. The Corporations annual report was due to be filed in June. We began to discuss the dissolution of the Non-Profit Corp.

 

In May this year, I talked with David Donohue about the SNA dillema. David was an SNA board member back in 1998. He suggested that we send out an e-mail inviting Sunnyland residents to a meeting at the Kulshan Brewery. Anyone attending the meeting could nominate themselves for a Sunnyland board position. About ten people came to the meeting, and I think there were six nominations for board positions. David told the group that elections would be held at a meeting on June 15th.

 

After the Kulshan meeting, a former SNA board member pointed out to me, that David's election on June 15th could not meet SNA By-Law election rules. On June 2nd, I e-mailed David. I told him that the June 15th election could not meet SNA By-Law rules. I suggested that we hold an election for an entirely new Sunnyland organization. David went ahead with plans for the meeting.

 

On June 15th, about eight people came to the neighborhood meeting. I urged them to start a new Sunnyland neighborhood organization. I told them it was easy to do this, and that I would help. A majority of the group rejected this idea, and insisted on taking over the old neighborhood association. I told David, and all present, that I would take the following question back to the seven directors of the SNA Non-Profit Corp for a vote. The question was, "Should the Corporation be dissolved, or turned over to a new group?"

 

The SNA Directors voted to dissolve the corporation. The Directors did not want to turn over the Corporation, the governing body, and the treasury to a group of people they did not know, and had never worked with. I believe this was a wise, sound decision, and I stand by it. If State corporation dissolution rules permit, I will recommend to the Directors, that remaining SNA assets be donated to local charities.

 

Patrick McKee

 

  

On Sunday, June 26, 2016 3:26 PM, David Donohue <dsdo...@gmail.com> wrote:

[Aldo Schipper]

Why are you so bent on disolving the organization?  It is not yours. Let it continue.

[Erica Charbonneau]

Wow, so now you're not even going to turn over the treasury (approx $600) to a new Sunnyland organization formed to serve our great neighborhood? At the end of the day, the real issue, as you stated yourself, Patrick, is that you and the other directors, "don't know the direction the new officers will take the association" and that makes you uneasy and unwilling to allow new leadership. I've served on many boards, and when leaving those boards trusted that the new elected leadership would advance the mission of the organization; it was no longer my job nor my place to try to control or influence the future of the organization, and I felt good about doing my part.

Donors to the SNA designated their gifts (especially City of Bellingham grants) to benefit this neighborhood. It is not your choice to redirect those funds where YOU deem appropriate.

As a 24-year resident of this neighborhood, I can say the few SNA meetings I did attend, I felt unwelcome. Most meetings I was unaware of, and a poll of my neighbors reflects my experience.

Like my fellow neighbors who have stepped forward to lead the SNA forward, our goal is to find ways to encourage people to get involved, to meet each other, celebrate our uniqueness as a neighborhood, welcome our new families, have fun and even prepare for future disaster response.  There is much work to be done and we can learn so much about each other and have fun in the process.

We will prevail as a neighborhood association despite what Patrick and his cronies decide to do. If we have to reform the organization, perhaps we should name it the New and Improved SNA, reflecting our desire to be inclusive and open to new ideas. Onward ho, my fellow Sunnyland neighbors! This is merely a speed bump and I'll see you on the other side!

Best,

Erica Charbonneau

2521 Humboldt St.

Proud Sunnyland resident 

[David Donohue]

Patrick

The board voted in private, and in secret.  The June meeting was not advertised to the membership.   I take it on faith that you are well-intentioned, and expect the same.  I have a valid objection to the way the board has conducted itself.  It is not legal, by the by-laws, to meet in private and decide to skip the electoral cycle.   Yours, and the board's interpretation of the by-laws are mistaken, and not valid.  A single board member decided we weren't able to hold elections when you wouldn't?  Seriously, there was ample advertisement and intention.  The board could and should have shown up to commend the elections, not hide out and try to smother the whole thing.  You may decide to yourself that we can simply start a new organization, but that's not your decision to make.  Yes, I locked down the website, since you guys are intent on abandoning it, I can't see how you would mind.  I did notice, however, that someone removed me from my ownership role in the sunnyland google group board, which I have carefully managed as a public forum, since the neighborhood association dissociated itself from it, intentionally, a few years back.   Same with the website.  We get a legit board in place, and I will restore the website to the proper manager.  Please have your operative restore my google group board ownership, as that's not been an SNA asset to now.

[Ashley Goddard]

I am in agreement with Erica, Aldo and David and am disappointed that the Sunnyland Neighborhood Association was dissolved in a secret meeting. Best wishes to you, Patrick. Thanks for your years of service. I hope the old board members who chose not to support the newly elected board will at least do the right thing and forward the funds to the new association. I can’t imagine any person living in our neighborhood would feel okay about the board pocketing the funds, especially when the association was dissolved without their knowledge and also when others were enthusiastically ready to revive it. Please also reinstate David as a google group administrator. He did a good job at getting the word out about the May meeting—something that has not been well advertised in the past, perhaps accounting at least in part for the poor attendance mentioned—and our task of nominating new board members was accomplished there. 

Future board members: I support every one of you that was nominated and elected already. Please keep us informed of our first meeting! 

I <3 Sunnyland!

~ash

[Patrick McKee]

June 29, 2016

 

Erica,

 

I agree with you, when you say SNA funds should be used to benefit the neighborhood. At the Kulshan meeting in May, you nominated yourself to be the Sunnyland Board leader. Would you please unite with others to organize a "New and Improved SNA". A new, functioning Sunnyland organization would give the SNA Non-Profit Corp Directors a place to send SNA assets. Right now the Directors do not have that option.

 

You say you felt "unwelcome" at SNA meetings. I am disturbed to hear this, because no one has told me that before. Can you tell me what years, and where did you attend SNA meetings? There was a period around 2004, when SNA meetings were held in the 911 Center on Alabama St. That was an uncomfortable place to hold a meeting.

 

You also say you were unaware of meetings. From roughly 2010 to 2015, SNA posted our green and gold meeting signs at the corners of Connecticut St and Iron St, North St and Franklin St, Maryland St and Grant. These signs were all around your house on Humboldt St. I'm surprised you did not see them. I also sent e-mail notice of an SNA meet to the Sunnyland Google group.

 

You said in your e-mail to me "Or goal is to find ways to encourage people to get involved, meet each other, celebrate our uniqueness as a neighborhood, welcome our new families, have fun..." I love this sentiment. I wish you had come to SNA meetings and shared it with all gathered.

 

Patrick (sans cronies)

[David Donohue]

Patrick, this is a simple conversation.  You don't have the authority to kill the existing organization, especially since your attempt was in secret.  You won't explain why the board decided this at a non-meeting, and insist on pursuing a non-solution.  You are violating the community's trust.  Also, since Hank Bledowski is the signatory on the corporate charter, I'm not sure why you're still talking.

[Patrick McKee]

June 29,2016

 

David,

 

My position on the SNA Board expired in June 2015. You and I had no authority to hold an SNA election meeting on June 15th. In addition, none of the people at the meeting were qualified to vote in an SNA election, according to the SNA by-laws. I told you well before the June 15th meeting that I had made a mistake at the May Kulshan meeting, when I called this an SNA election.

 

You make some good points in your e-mail to me. I don't have the time to give you a complete reply today. I wish we could resolve all of these neighborhood disagreements. I'm in over my head, and I don't how to reach a good solution.

 

Patrick

[David Donohue]

You got some bad advice, is all.  All the State requires is that the current registered agent of the board certify the new registered agent of the board.  The rest is up to the by-laws, which have been poorly followed since the inception of the association. However, the by-laws only carry the weight of law if someone cares to litigate over it.  I honestly can't imagine anyone wanting to do that, so let's just seat a new group, and look to the future as a tabula rasa.  It is the easiest thing.

David

[David Rogers]

I understand the frustration of everyone here, I guarantee you that the board doesn't want to see this happen either. But as Patrick mentioned we had no choice according to our own by-laws, which can be found here: http://www.sunnyland.org/wp-content/uploads/2012/02/SNA-Bylaws-1208.doc

If you read Patrick's explanation, which is pretty clear about how it went down, the option for a new board to elect itself with people who had not been to a SNA meeting this last year goes against our bylaws. We attempted to vote in a new board last year but no one stepped forward. That meeting was advertised via our sunnyland.org (http://www.sunnyland.org/meetings/next-sna-meeting-7-14-2015/) website and on the Facebook page (https://www.facebook.com/sunnylandneighbors/posts/782151788565115).

[Patrick McKee]

David,

Your comments are becoming more shrill and accusatory, " done in secret", "violating community trust".

You keep forgetting an important detail. There is no SNA Board. All Board positions are vacant. There have been no secret board meetings.

You and a room full of people at the June 15th meeting, knew that there was going to be a vote by the seven people listed on the current Washington State Non-Profit Corp Annual Report. I did not decide to dissolve SNA. A majority of seven people did. The vote was done using e-mail, because one person is in California, and another lives in Blaine.

Those listed on the Corporation Annual Report may not have the authority to dissolve the Corporation. I'm not a lawyer. We'll have to ask the Washington Secretary of State

Patrick.

T

[David Donohue]

Already asked.  They want nothing to do with by-laws scuffles.  All they care about is that the former certifies the latter, and that it is honestly done.  

[John McGarrity]

Neighbors,

In Situations like this, when   contemplating action I ask myself "How would  doing this make things better"?

If I can't answer the question I look for a different solution.

I helped form the first Sunnyland org and at least 2 occasion helped in its rebirth. I'm pretty sure you got your by-laws from Cornwall Park Neighborhood Aasoc. Drawn up by Doug Robertson around 1992 or so.

So if you have anyone serving on the board, That is anyone despite when their term expired, who has not formally resigned and you  don't need a quorum, whom ever shows up can appoint for every vacances and they serve at least until the next annual election.

There is no benefit from dissolution, there are possible problems. If the city is still carrying General liability Insurance the will have to go out  and  find an insurer for SNA, etc.

Look, I know just about every one of you and over the years their has been a good bit of changes---I have never met a aSNA leader that I didn't respect-- all of you, sometimes at considerable expense-- 

have worked hard to maintain the neighborhood. And I know it hasn't been easy.. So lets not make it hard on the next guy. 

 David is right--it will all work itself out

BTW, I just  stepped down as Chair of CPNA for the 3rd time. We have a great renewed board with 5 of 13 staying on as board members. I am still on the board as an at-large.  After 24 years on the board, about 20 as Chair-- I am ready for retirement--unfortunately the issues, like a strong tide drag me back in.

[Ashley Goddard]

This seems sound advice. Thank you, John.

~ash goddard

[Ashley Goddard]

Thank you, Julia!

I don’t really understand why this is happening and, from what I know, it isn’t easy to start a new association—and why should we when we already have one? I am NOT in support of this board decision and am take aback that those community members who wish to participate were not consulted. 

Is there a way to involve the city at this point?

~

Ashley Goddard L.Ac.

agod...@nineneedles.com

Bellingham:

1015 Railroad Ave. #106

Bellingham, WA  98225

(360)734-6463 (NINE)

NOTICE: This document may contain information covered under the Privacy Act, 5 USC 552(a), and/or the Health Insurance Portability and Accountability Act (PL 104-191) and its various implementing regulations and must be protected in accordance with those provisions. You, the recipient, are obligated to maintain it in a safe, secure and confidential manner. Re-disclosure without additional patient consent or as permitted by law is prohibited. Unauthorized re-disclosure or failure to maintain confidentiality subjects you to application of appropriate sanction. If you have received this correspondence in error, please notify the sender at once by calling (360)734-6463 and permanently delete or discard any copies in a manner which maintains confidentiality.

On Jun 26, 2016, at 4:30 PM, Julie Poland <julia...@comcast.net> wrote:

[Julie Poland]

We'll figure it out, Ash, current SNA is now dissolved.

I don't think the city can help, but will be doing some more research next week.

Thanks for caring!

---

From: "Ashley Goddard" <agod...@nineneedles.com>
To: sunn...@googlegroups.com
Sent: Sunday, June 26, 2016 6:30:34 PM

[David Donohue]

There is a grace period.  It can still be done, but will be difficult if the current group continues its spiteful intransigence.

[Julie Poland]

We will figure it out.  :)

---

From: "David Donohue" <dsdo...@gmail.com>
To: sunn...@googlegroups.com
Sent: Friday, July 1, 2016 5:34:43 PM

[David Donohue]

Thanks Julia.  I am going to down the website after the weekend, and will make the domain available to the next group on request.

[Julie Poland]

Sounds perfect, David, thank you.  I'll be in touch with you via your personal email.

Have a good weekend. 

---

From: "David Donohue" <dsdo...@gmail.com>
To: sunn...@googlegroups.com

Sent: Friday, July 1, 2016 6:09:22 PM

[Ashley Goddard]

Thank you!

[Erica Charbonneau]

Patrick,

We are working on establishing a new SNA so we can accept the transfer of donations to the previous SNA. Timing is unclear due to uncertain processes. I will report back ASAP.

Thank you,

Erica

[Patrick McKee]

David,

"SPITEFUL INTRANSIGENCE"

I would like to find a reasonable compromise in this dispute, but your continued use of incendiary, mean spirited language makes that difficult.

Patrick

[David Donohue]

I will probably continue my mild insubordination until this is resolved.

[Erica Charbonneau]

Patrick,

Please feel free to email me directly if you'd like to work this out outside of this distribution list.

Thanks,

Erica

ebc...@gmail.com

[Theresa Tripp]

Can this crazy bickering stop please!

Patrick and David you both have been an integral part of the SNA and you both have done all kinds of good things for this neighborhood so stop already!

I don't like to hear what is happening, and I am sorry Patrick I don't agree with starting totally OVER, that seems ridiculous, when there are people in the neighborhood willing to take over and continue the SNA.

I apologize for the late response as I have not been on my email in awhile...obviously. 

How about ya all hear from the person who actually restarted the SNA back in 2005 or was it 2006...I wish my old computer had not crashed and I could give you a better idea. I have not been involved for about 5yrs...I think Margaret and I left about the same time. Her memory may be better than mine as to the restart yr. I conned and coerced several people into to becoming members of the board Margaret and Patrick included. Patrick, I don't ever remember there being too much of a problem to restart the SNA when it had lapsed. John McGarrity was a big help, Hugh Conroy was too. The board was in a sense self elected and nominated by one another at the second or possibly third meeting that was held after my first initial meeting to find out if the neighborhood as a whole wanted to restart the SNA...I personally at the time didn't know that there had been a Neighborhood Association or that there were by-laws and really what does it matter? The elections that were held were probably similar to what David et al did??? Myself as President, Susan Adams VP, Margaret Secretary, Hugh Conroy Treasure, Andrew Connor MNAC, Polly Rep, Maryanne Rep, Patrick Rep and I am sure I am missing others...I am not 100% sure if Mickey and Hank were involved at that point. I believe the original SNA had been out of commission at the time for at least 2yrs...John McGarrity, David may recall??? We went through a tremendous amount and we really worked hard to update the by-laws with the help of Liz Jennings (who, by the way, is amazing in organization skills!!!)and do the things we needed to do and both Patrick and David were a part of that! So let's just stop the crazy bickering which in a lot ways is why I stopped being a part of the SNA and move it along and get the SNA back up and running. I don't think it makes a hill of beans if the SNA has been decommissioned down to nobody representing it, the infrastructure still exists and there is NO REASON to start over. The money in the treasury should be used to restart the SNA...I am sure some of those funds are still from the restart/grant money the COB gave us for the yrs. I was the President. Let's not start a good thing on a bad note! I would be happy to help with the newsletter and the SNA picnic. Let's get it going...regardless of the by-laws!

Theresa

Work Like you don't need the money,
Love like you have never been hurt,
Live as though heaven is on Earth.
 -Susanna Clark and Richard Leigh

[Margaret Lyons]

I agree with Theresa - Patrick, David, and all the rest of us whom Theresa named have been very involved to some extent or another since SNA’s restart in 2005; we're all good people, doing what we felt was best for the neighborhood. There’s been a lot of hard work and and a lot of positive energy through the years and I’m very glad to have worked with all of these various people. Dissolution of the SNA was unnecessary and uninformed. Bylaws are legal guidelines, lowest common denominator sort of thing. I’m not going to review them and see if this dissolution was/wasn't legal as apparently it’s done already. But I’m very sad that Patrick and the unnamed others (who were no longer board members anyway as their terms were up and not reelected, so the bylaws didn’t even apply!) made a decision without the neighbors who stood up. I suppose I’ll just continue be confused about that and let it go.

Clearly it’s time for a reenvisioning, as Erica mentioned, and I expect the new board gets the money that we neighbors and our city had set aside specifically for Sunnyland. I’m very excited to see what will be happening next and hope that a social aspect to Sunnyland grows, with picnics and newsletters and businesses and preparedness… 

New and Improved SNA, please count me in for help! (In fact, I still have some rosters and bylaws going back to ’07, and an excellent envisioning document from a meeting in 2006.)

Margaret Lyons

Ask yourself, "Who can I make smile this morning?"

This is the art of creating happiness.

Thich Nhat Hanh

[Julie Poland]

Hi, Patrick,

I hope you're still associated with this list.

I just left you my contact info as we need to know the 501.c.3 number for the association.

I have been able to line up a lot of donations for our meeting, as well as beautifying our roundabouts, but these businesses need that number in order to charge off their donations as charitable donations.

I live right across the street in the bright blue house, if you would rather speak in person, just come on over.  Otherwise I can be reach at that phone number anytime, and have very few appointments this weekend.

Thank you so much for your help in handing over the reins, we will take good care of our neighborhood, and may need to turn to you for some guidance as we move forward!

Best regards,

Julia

360-393-1860

---

[Erica Charbonneau]

Julie,

We have the number; it's public information. See you tomorrow.

Erica

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