Saturday, April 29 at 2 p.m. in the Rosario Mansion large dining area (go right when entering though main doors). You must be a paid member in good standing to attend.

If a quorum is not present, the meeting will be adjourned1 until May 13 at the same time on the Recreation Area lawn between the Rosario Resort Marina and the Bowtie Lagoon.

The following major items will be on the agenda:

  1. Confirmation of steps taken by the board to reinstate the association
  2. Changes to Articles of Incorporation (and the Association’s purpose statement)
  3. Changes to Bylaws
  4. Confirmation of board of directors

If members don’t like the vision the new board has laid out, there may be elections of new board members. In the worst case, there may be a vote to dissolve RPOA. In a proper dissolution, under the 1986 Articles of Incorporation, RPOA would distribute its roughly $5500 in assets to the members in good standing – another reason to get your dues paid.

Proxy Voting

Voting by proxy is allowed by the old bylaws, so the proxy option will be available for most of the votes we anticipate taking place at this meeting. The 2007 Bylaws said this about proxy voting:

Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

To appoint a proxy ahead of the meeting, please:

  1. Ensure that you are a member in good standing, with dues paid for the current year. Send an e-mail to info@rpoa.site if you are unsure of your status.
  2. Fill out this form and deliver it to the secretary ahead of the meeting by mail (Rosario Property Owners Association, PO Box 1352, Eastsound, WA 98245-1352; allow 5 business days), by e-mail to info@rpoa.site (scan of signed document is acceptable), or hand-delivered.

The following resolutions have been recently approved by the board, and some of them require approval by the membership:

Proposed Resolutions

Each resolution has a short “in plain English” blurb. These blurbs are meant to provide context, but they’re not actually part of the resolutions. To read the rull resolutions, click through to the full text PDF documents. The resolutions considered by the membership will be based on the text provided in these board resolutions.

Some of these resolutions refer to earlier documents that are available in the records section or on the bylaws page.

Resolution to Rescind Changes to Articles and Bylaws

In plain English: the board got ahead of the neighborhood a bit and, while totally legal and proper, it wasn’t very inclusive. So we’re backing up and doing it again, this time with everyone getting a personal invitation to be involved. This first resolution undoes the most broad-reaching changes to the Association’s most important governing rules (the Articles of Incorporation and Bylaws). The resolution restores things like the Association’s purpose, who can be a member, and basic rules back to how they were in 2019. Then we can fix them again, together, with everyone on board.

Full text of Resolution to Rescind Changes to Articles and Bylaws

Resolution to Submit Selected Bylaws Amendments to Membership for Explicit Approval

In plain English: this resolution makes sure that people are on board with some minor but totally necessary changes to the Bylaws that don’t affect its purpose, the rights of members, or who can be involved. They’re important because these are the things that directly contributed to the Association dissolving in 2019. They really needed to be fixed.

Full text of Resolution to Submit Selected Bylaws Amendments to Membership for Explicit Approval

Resolution to Submit Administrative Resolutions to Membership for Explicit Approval

In plain English: this resolution makes sure that everyone shares the same understanding of the state of the Association’s historical records (most of which were either lost or not kept) and who was last elected to be in charge in 2019 at the time of the last membership meeting before the Association went inactive. It’s pretty basic stuff. If we can’t get agreement on it, we’re not likely to get agreement on much else.

Full text of Resolution to Submit Administrative Resolutions to Membership for Explicit Approval.

Resolution to Amend the Purpose of the Association

In plain English: this resolution tweaks the purpose of the Association somewhat. Some people incorrectly think that the Association is a Homeowner’s Association (HOA) with the power to enforce CC&Rs (rules set up by real estate developers to say what can and can’t be done with lots in a neighborhood). The Association’s statement of purpose said something confusing along those lines, but it was fundamentally misleading. We’ve consulted with an attorney who is an expert in HOAs, and we’ve confirmed that the Association is not an HOA and has no standing to enforce CC&Rs. So, first, we need to get that CC&R business out of the purpose statement, and we also need to rework the rest of it a bit to match what is needed, what neighbors want, what can actually be done, and what volunteers are willing to work on. We believe this revised purpose does those things.

The proposed purpose:

  1. To facilitate communication between and among residents, property owners, and relevant third parties;
  2. To promote, encourage, and facilitate emergency and disaster preparedness among residents, owners, and institutions within the Rosario neighborhood community;
  3. To serve as a clearinghouse of news and information relevant to the neighborhood community;
  4. To advocate for the shared interests of residents and owners with respect to any third party, such as, but not limited to, OPALCO, Rock Island Communications, Rosario Resort, San Juan County, Washington Department of Ecology, Washington State Parks, Washington Utilities and Transportation Commission, and Washington Water Service.

Full text of Resolution to Amend the Purpose of the Association

Resolution to Simplify and Standardize the Bylaws

In plain English: The old bylaws weren’t horrible, but they had a lot of things in them that just don’t make sense anymore. For example, they named some required committees that the Association hasn’t had in anyone’s recent memory. To fully staff the leadership positions under the old bylaws, it takes far more people than the number who actually want to volunteer – and it’s been that way for 10 or 20 years, maybe longer.

The old bylaws describe a wise and steady Board of Trustees that is supposed to advise the more volatile Board of Directors. This clever addition should have kept the Association from dissolving in 2019 – but it didn’t. The Trustees have all since resigned, and most didn’t even know they were Trustees until they were told.

Finally, it’s unclear if the old bylaws were even used by the Association in recent memory – we’ve heard stories that indicate they had been lost in a storage box for years.

The proposed bylaws are as simple as they can be. We took them mostly from Robert’s Rules of Order, so they’re not controversial. They reduce the number of required volunteers and required duties to an absolute minimum because we want to make sure the Association doesn’t struggle as much in the future as it did in the past to recruit enough volunteers to keep it going. We could probably spend hours debating the particulars in these bylaws or any set of bylaws – that’s just the way these things are. But we think these are a good way to reset to a good baseline that is easy to understand and follow. And they can be changed in the future if something about them just doesn’t work.

Full text of Resolution to Simplify and Standardize the Bylaws.

Footnotes

  1. See RCW 24.03A.440(6). ↩