Central Area Senior Center Annual Meeting
Slate of selected board members elected
The Annual Meeting was held November 17 at 1pm at the Senior Center which is still following covid precautions. Wear a mask and be prepared to have your temperature taken! This is a vulnerable population.
Director Dian Ferguson explained that this was the first annual meeting since the Center was able to get their own 501(c)3 as they had been operating as a program under Sound Generation prior to that. There is still a relationship with Sound Generations as both the Dining program and Enhanced Fitness are programs that are considered as Sound Generation property.
The Center seems to be in good financial shape; no written figures were disbursed, and it was difficult to keep with the rapid fire presentation, but the bank account has $483,848 in the bank and other generously endowed restricted funds. Restricted funds specify grants and donations made for a specific purpose and cannot be spent on day-to-day expenses. Dian has been writing grants to keep the Center financially able to continue.
Their achievements during these difficult times of a pandemic have been considerable. Rather than just shut the doors, the Center kept lunches going in the form of take-out only. They identified seniors who needed help obtaining groceries, prescriptions, etc. and staff was identified to assist these families with deliveries and pick-ups.
When the vaccine became available, the Center partnered with Safeway and First AME church to offer clinics to seniors. It was a massive undertaking, and 4200 seniors were vaccinated. Another clinic was held recently offering booster shots and seasonal flu shots. Thanksgiving baskets with turkeys were being prepared that afternoon after the meeting.
There is no doubt that the Center is doing good work and addressing the needs of seniors, but there were concerns. NOTIFICATION: Many of the attendees had not been notified of the meeting and only heard of it through the grapevine. There is no way to know how many members might have attended should there have been the individual notice that was given in the past. We would receive a letter each year giving the date and time of the annual meeting but not this year. Concerns were expressed and met with excuses like using the newsletter to give notice. The newsletter has not been published in about two years. However, the Center does have email addresses and used that method to advertise the vaccine clinics. That seemed to work well given the enthusiastic response.
Non-profits have specific laws the Center needs to adhere to under the revised code of Washington. The RCW is the compilation of all permanent laws now in force. One needs to compare the RCW with the current by-laws of the Senior Center to understand the concerns.
Notice of meetings is defined under the law RCW 24.03.080:
Notice, in the form of a record, in a tangible medium, or in an electronic transmission, stating the place, day, and hour of the annual meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. Notice of regular meetings other than annual shall be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten days prior to the next succeeding regular meeting and at any time when requested by a member or by such other notice as may be prescribed by the bylaws.
If notice is provided in a tangible medium, it may be transmitted by: Mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Other forms of notice in a tangible medium described in this subsection are effective when received.
If notice is provided in an electronic transmission, it must satisfy the requirements of RCW 24.03.009.
Additional information on notices is given in RCW 24.03.009, too long to cite here but it may be Googled.
A question was asked about what is a quorum?
The RCW 24.03.090
Quorum. (Effective until January 1, 2022.)
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.
Greater voting requirements. (Effective until January 1, 2022.)
Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
Central Area Senior Center Bylaws re: quorum for annual meetings: All Members–Senior, Associate, Lifetime and Honorary and designated members of Business/Corporate Memberships–may vote. All Members present at an annual meeting make a quorum and may conduct business.
DISCREPANCIES BETWEEN SENIOR CENTER BYLAWS AND ACTIONS TAKEN: The bylaws of the Senior Center specify a written ballot but there were no ballots at the meeting; hands were raised and counted at this meeting rather than a written ballot. The bylaws specify that up to 9 Board members may be elected; at this meeting 10 members were voted onto the Board. No nominations were accepted from the floor. The bylaws specify a term of one year, but these Board members were voted in for a 2- or 3-year term.
It appears that the center’s bylaws do not agree with the laws of Washington State for non-profits and the center’s bylaws as written were not adhered to at this meeting. This raises concerns for the members and for the greater community as non-adherence may jeopardize their non-profit status with the IRS.
This would be a tragedy as we know the Center does good work for the senior community; we would hope that the proposed revision of the bylaws will bring them into compliance with the laws. The RCWs are being changed and tightened for January 2022 so it is a good time to make the necessary revisions.