RPOA is at a crux, and the information on this site is intended to help you, a member or potential member, get informed.

There’s a lot here. Start with this page, then make sure you have joined (or rejoined) to become a member in good standing (there’s an important members’ meeting coming up). This site also contains corporate records (minutes, etc.) and bylaws.

To get familiar with the changes being considered to RPOA’s purpose and bylaws, read this full post.

RPOA was dissolved in 2019 by the state, and the then board of directors decided to leave things that way. Some neighbors resuscitated RPOA in 2022. They got the association’s affairs in order and held an annual member meeting (as required by state law) on November 13, 2022.

While most all in attendance were happy to see RPOA showing signs of life, one or two neighbors expressed concern that the entire Rosario area, and specifically all former members, had not been notified about the meeting and about RPOA’s revival. (The board did not have a good mailing list for contacting people at the time, many of the old records having been lost during the dissolution period.)

The board decided after that meeting to back up and get everyone on board. This website is part of that effort. The upcoming Q&A session on Zoom and special in-person members’ meeting where revisions to RPOA’s purpose and bylaws are too.

To have your say, send in your 2023 dues and plan to attend the special members meeting scheduled for Saturday, April 29 at 2 p.m. in the Rosario Mansion large dining area. 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 Association’s purpose
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.

Read on for additional detail.

Recent History

In 2019, after a period of declining interest in the association and prolonged difficulty recruiting volunteer officers and board members, RPOA was administratively dissolved by the state of Washington for failing to file the required annual paperwork. Shortly thereafter, an ad-hoc committee appointed by the then board met to determine RPOA’s future. According to oral history from those present, that committee recommended that RPOA should not continue to exist in its current form.

In June 2020, the officers took the step of changing RPOA’s Directors’ & Officers’ liability insurance policy to remove liability coverage for future actions. In its place, they purchased a 3-year “tail” policy for liability protection for prior actions. Since the bylaws at the time required that ongoing D&O insurance be carried, this step demonstrated the officers’ de-facto adoption of the ad-hoc committee’s recommendation – the board voluntarily ceased operations. (However, there are no meeting minutes from the period.)

No annual dues having been collected, all active memberships expired in 2020. Legally dissolved, with no members and an inactive board of directors, RPOA entered a state of limbo – though about $6500 remained in its bank account.

Two years later, in 2022, some enthusiastic neighbors who saw a continued need for a community association, upon learning that RPOA had not been shut down properly, took advantage of the five-year dissolution grace period offered by the Washington Secretary of State to resurrect the organization. Their hoped that RPOA could be preserved and evolved to meet the changing needs of the community.

With the support of the last elected board of directors and the board of trustees, the new board reinstated RPOA’s corporate status with the state, registered with the IRS, recovered from former directors what limited records could be found, and began work towards setting RPOA on a solid foundation for the future.

Vision

It is clear to the new board that RPOA has suffered from the following existential challenges for many years:

1. Some elements of RPOA’s stated purpose make it extremely difficult to recruit volunteers into leadership positions.²
2. Directors’ and Officers’ (D&O) liability insurance has grown prohibitively expensive and difficult to obtain.³
3. Without D&O insurance, it is unreasonable to ask volunteers to do anything related to CC&R enforcement, especially with no legal power to perform that function.⁴
4. Many neighbors, including long-time residents, view RPOA as irrelevant and ineffective. “They just throw parties and never do anything useful” was heard from numerous people. As a result, many neighbors have chosen to not join in the past.

On the other hand, there is enthusiasm among many neighbors and potential volunteers to take on low-risk, positive, community-building work, and many people feel there is a definite need for a community association.

There seems to be community consensus that the following are strong and workable purposes for RPOA going forward:

• improving communication between neighbors through tools like a low-traffic community e-mail forum for announcements, another e-mail forum for casual discussions, and a website for information sharing (like this one);
• preparing neighbors to work together and weather a natural disaster by initiating and promoting government-recommended preparedness programs like Map Your Neighborhood, Be 2 Weeks Ready, and FireWise USA; and
• helping neighbors band together to make our collective opinion heard, if needed, by third parties like Washington Water, Rosario Resort, and the county.

With Rosario Resort being actively marketed for sale and some potentially large changes coming to our neighborhood as a result, there is an increasing need to ensure that a healthy, active, streamlined RPOA continues to exist to give a unified voice to its members.

Next Steps

The new board has respected the found bylaws and adhered to the state non-profit corporation act to the best of its knowledge and ability in everything it has done so far, but, though acting properly, legally, and in what it believed was the best interest of the community, it moved faster than some neighbors were ready for.

To ensure that nobody feels left out, the next step, as mentioned at the top of this page, is to hold a special meeting of members on April 29 after having done as broad a notification campaign to neighbors as possible. Any household that becomes a member in good standing before the meeting will be entitled to vote at the meeting and will also be entitled to a portion of the assets distribution if RPOA decides to dissolve.

The board is contacting (or has contacted) by postal mail everyone who it believes might be eligible to be a member under the found bylaws, drawing information from county records.

If you would like to attend the April 29 special meeting and participate in voting, and you have not yet paid your 2023 dues, now is the time to send in your dues payment.

The special meeting will proceed according to this order of business designed to allow things to devolve gracefully if any ratification step fails to pass:

1. Vote to rescind major recent changes to the Articles of Incorporation and Bylaws.

2. Vote to confirm steps taken to get the organization into an operating state.

3. Vote to (re-)adopt changes to purpose (Articles of Incorporation) and Bylaws.

4. Open comment period.

The board believes that the above steps will result in going down one of three alternative paths, any one of which would be a legitimate outcome:

1. RPOA moves forward with a new vision, updated purpose, and streamlined bylaws adapted to the avoid the problems that have plagued RPOA in the past, or
2. RPOA continues more or less as it was doing in the period prior to 2020, or
3. RPOA properly dissolves following RCW 24.03A.904 and returns its assets to its members in good standing.

Footnotes