Records
This page collects the association’s corporate records: minutes of board and membership meetings, written consents, filings with the Washington Secretary of State, and what survives of RPOA’s history going back to the 1950s. The association’s current and past bylaws and articles of incorporation are on the Bylaws page.
Authoritative records (signed copies and originals) are kept in a physical binder in the possession of the secretary. Copies of documents linked below are provided for your convenience and are not authoritative. Under RCW 24.03A.215, original, authoritative corporate records are available for inspection by members by contacting the secretary to make arrangements.
On this page
- Meetings and board actions, 2022 to present: 2025 · 2024 · 2023 · 2022
- History, 1958 to 2021
- State filings
- Related public records
Meetings and Board Actions, 2022 to Present
Years are listed newest first. Within each year, records are in date order.
2025
| Date | Record | Summary | Document |
|---|---|---|---|
| Dec 7 | Annual Membership Meeting | Members elect Jill Shedd as president, Lon Freeman as vice president, Patricia Benton as treasurer, and LeeAnn Chastain as secretary. Guest speakers from San Juan County Community Development discuss the Rosario Resort Master Plan and 2025 code enforcement at the resort. | Minutes (draft), text version |
2024
| Date | Record | Summary | Document |
|---|---|---|---|
| Jan 18 | Executive Board Meeting | Minutes | |
| Apr 18 | Executive Board Meeting | Minutes | |
| Jul 22 | Executive Board Meeting | Minutes |
2023
| Date | Record | Summary | Document |
|---|---|---|---|
| Jan 19 | Regular Meeting of the Executive Board | Kathy Kantrud, secretary, resigned from the board one day before this meeting. The meeting focused on planning to fill the vacancy. | Minutes |
| Mar 22 | Executive Board Written Consent | Appoints LeeAnn Chastain to position of Secretary and to Executive Board. | Written consent |
| Mar 25 | Executive Board Working Session / Special Meeting | Work out plan for calling a membership meeting to revisit purpose and bylaws changes from last November. | Minutes |
| Apr 7 | Executive Board Meeting | Minutes | |
| Apr 20 | Executive Board Meeting | Minutes | |
| Apr 29 | Special Members’ Meeting | Minutes | |
| May 10 | Executive Board Meeting | Minutes | |
| Jun 20 | Written Consent of Members | A written consent form was distributed to members on May 22, 2023. Adequate responses where received by June 20 for the consent to become effective as of that day as an action of the membership. Copies of all signed, returned consent forms are on file with the Secretary as a permanent part of the corporation’s records. | Cover letter, consent form |
| Jun 28 | Executive Board Meeting | Minutes | |
| Jul 20 | Executive Board Meeting | Minutes | |
| Oct 23 | Executive Board Meeting | Minutes |
2022
The year RPOA was reinstated and reorganized. Longer entries have details below the table.
| Date | Record | Summary | Document |
|---|---|---|---|
| Feb 19 | Written Consent of Directors in Lieu of Special Meeting | Sets dues, affirms membership and the board, amends bylaws, and directs reinstatement and new bylaws and articles. Details. | Consent |
| Jun 21 | Reinstatement | RPOA was reinstated as a non-profit corporation with the Washington Secretary of State on 21 June. | Annual report and reinstatement |
| Jul 21 | Special Meeting of Board of Directors | Reinstatement and IRS EIN reported; board members resign and positions are reshuffled. Details. | Minutes |
| Sep 15 | Special Meeting of Board of Directors | Access to bank account has been obtained. The account contains $6,447.11. Annual membership meeting postponed until the spring because board is not ready. Postponed motion on new bylaws/articles. | Minutes |
| Oct 10 | Amended Annual Report | An amended annual report reflecting the current board of directors was recorded with the Secretary of State. Though not believed by RPOA to be legally required, RPOA submitted this at the request of its banker as part of regaining access to RPOA’s bank account. | Amended annual report |
| Oct 15 | Written Consent of Directors in Lieu of Special Meeting | Approves new bylaws and articles for membership approval and sets the annual meeting. Details. | Consent |
| Oct 31 | End of Covid-19 State of Emergency | The state’s State of Emergency proclamation was rescinded on October 31, 2022, ending the automatic provision for remote meetings. | |
| Nov 7 | Special Meeting of Board of Directors | Move annual membership meeting from Spring 2023 back to Fall 2022 to stay in compliance with state law requiring annual membership meeting before end of year and also due to need for membership approval of bylaws/articles changes. | Minutes |
| Nov 13 | Consent | Amend new bylaws to change default annual membership meeting date from “first Thursday of May” to “second Sunday of November”. Amend new bylaws to clarify that member who has paid required dues earlier in year does not need to pay difference if dues amount changes before end of year. | Consent |
| Nov 13 | Annual Membership Meeting | Membership approves new articles of incorporation and bylaws. New officers elected: Gregory Hancock as president, Kathy Kantrud as secretary, and Patricia Benton as treasurer. (VP is not an office under the new bylaws.) | Minutes |
| Nov 16 | Special Meeting of the Executive Board | Approve 2 hours of consulting time with attorney Shawn Alexander to review actions taken in 2022 and determine best way to proceed to avoid any issues with members or potential members who may feel like they were left out. | Minutes (draft) |
2022 Details
Feb 19 Written Consent of Directors in Lieu of Special Meeting
This written consent concerns
- setting the dues amount,
- establishment of standing rule clarifying definition of “family unit”,
- affirmation of current membership,
- resignation of board members,
- appointment of board members,
- affirmation of found bylaws,
- affirmation of Board of Trustees roster,
- minute book replacement,
- amendment of bylaws to remove D&O insurance requirement,
- amendment of bylaws to expand membership eligibility to condominium owners,
- amendment of bylaws to specify parliamentary authority (Robert Rules of Order Newly Revised),
- amendment of bylaws to reduce required number of board members (from 5 to 3),
- notice of intent to further amend and restate bylaws and articles of incorporation,
- resolution directing reinstatement with state and registration with IRS,
- resolution directing drafting new bylaws and articles.
Following consent, board of directors is comprised of Lisa Steckley as president; Gregory Hancock as VP, secretary, and treasurer; John Poletti as at-large director; Soren Bertelsen as at-large director; and Patrick Stockstill as at-large director.
Jul 21 Special Meeting of Board of Directors
Report from secretary that corporation has been reinstated and EIN has been issued by the IRS.
Lisa Steckley, Soren Bertelsen, and John Poletti having resigned as board members, Patricia Benton appointed to board to ensure minimum of three members. Positions shuffled resulting in Gregory Hancock as president, Patrick Stockstill has VP and secretary, and Patricia Benton as treasurer.
Oct 15 Written Consent of Directors in Lieu of Special Meeting
- Takes up motion on bylaws/articles.
- Approved new bylaws/articles and refers them to membership for approval as required under RCW 24.03A.655.
- Approves funding for filing Articles of Amendment once approved.
- Adopts standing rule setting executive board size at 3.
- Sets date, time, and place of annual membership meeting for spring 2023.
- Instructs secretary to provide notice of annual meeting to all RPOA members in good standing.
History, 1958 to 2021
Unfortunately, almost all of RPOA’s historical records were discarded by a former board member sometime in the 2010s. Surviving records are sparse until RPOA’s reinstatement in 2022 following its 2019 administrative dissolution. State filings for these years are listed below.
1958–1966: The Rosario Plats
- 1958: Rosario Estates platted in San Juan County by Falcon Corporation.
- 1964: Rosario Estates No. 2 platted in San Juan County by Gilbert H. Geiser and Gleda B. Geiser.
- 1966: Rosario Estates No. 3 platted in San Juan County by Gilbert H. Geiser and Gleda B. Geiser.
1971: RPOA Founding
A court document filed by Bradley F. Henke in 2003 in the case of Henke v. Oly Rose says the following:
In 1971, a “Rosario Property Owners Association” was formed by some lot owners, including Mr. Henke, for the purpose of arriving at a common understanding with Mr. Geiser as to their rights and privileges to use facilities in the resort and in the recreation area.”
The same document goes on to explain that Mr. Henke drafted RPOA’s articles of incorporation but thereafter “ceased to take any active part”.
1986: RPOA Incorporation
Rosario Property Owners Association incorporated by Elaine Granville, Terry Judson, Ron Judson, Walter Jorgensen, Joseph Taylor, and Leona Taylor as a non-profit corporation under RCW 24.03 (the Washington Nonprofit Corporation Act) for the following stated purposes:
A. To unite property owners in the plats of Rosario Estates; Rosario Estates Nos. 1,2, and 3; Rosario Palisades and Rosario Shores; and
B. To encourage the establishment, maintenance, improvement, and expansion of the recreational facilities of Rosario Resort for use by the members; and
C. To preserve the mutual restrictions and residential covenants contained in the above plats and encourage the continued development of the propeerties [sic] therein in conformity with the standards of a first-class residential and recreational area; and
D. To encourage the improvement, maintenance and beautification of the roadways, utilities and common areas in and adjacent to such plats; and
E. To promote community activities and interests on the part of the owners of properties within such plats.
In the event the organization dissolved, the assets were to be distributed “pro-rated to all members in good standing”.
The above is from the original 1986 Articles of Incorporation.
1987–1994: First Dissolution and Reinstatement
- 1987–1991: No known records survive.
- 1992: RPOA was dissolved by the state on 7/1/92 for failure to file the required annual report. RPOA remained dissolved for more than a year.
- 1993: No known records.
- 1994: RPOA was reinstated on January 10, 1994. A copy of bylaws marked “Revision: Mar/94” have been found.
1995–2005
- 1995–1998: No known records.
- 1999–2000: Annual reports only (see State filings).
- 2001: The preserved records from 2001 include a copy of a neighborhood newsletter and some board meeting minutes. Membership dues appear to have been set at $30.
- 2002: Multiple copies of bylaws dated June 3, 2002 have been found. Some of these copies are missing the membership territory map Exhibit A, though the map is redundant with information in the text.
- 2003–2005: Annual reports only (see State filings).
2006–2010
2006. Board member Rolf Nedelman recorded notes of a discussion with local attorney Shawn Alexander regarding liability insurance for RPOA. Rolf points out that RPOA is a voluntary association and that “property owners as not held to join by deed restrictions or CC&Rs.” He went on to mention that “RPOA has no assets, neither owns nor maintains any roadways, [and] owns no water storage or distribution system…” The conversation appeared to be motivated by a cited 40% annual price increase for RPOA’s State Farm insurance policy. Rolf’s recommendation, based on the conversation, was that RPOA should remove the requirement to carry liability insurance from its bylaws and replace it with a statement of indemnification of directors by RPOA. A record of Rolf’s proposed amendment is attached to his notes.
No record of a vote on Rolf’s proposed amendment survives, but neither does any official record showing that the amendment was not adopted.
Rolf’s notes also mention that, at the time, RPOA had “a membership of some 117 out of a total of some 260 property owners.”
Rolf’s notes survived within a folder of records covering the 2006-2007 period. The folder also included some meeting minutes and a copy of the bylaws.
2007. Some additional records from 2007 have also survived.
Bylaws amendments, approved by the board of directors and board of trustees, are detailed in found minutes of the February 5, 2007 board meeting.
No copy of restated bylaws has survived. However, a 2008 e-mail from a director of the period details the text of the amendments, includes a copy of the bylaws prior to the amendments, and states that the amendments did indeed pass the require votes of both the directors and the trustees.
Under RCW 24.03.070 at the time, it does not seem that membership approval of bylaws changes was required.
2008. In the annual report field on “the affairs the corporation is conducting”, the following appears: RPOA “oversee [sic] ‘happenings’ in the neighborhood - water issues; road issues; fire; cohesiveness[;] status of Rosario Resort; gatherings;”
2009. Some records from 2009 have survived.
2010. Some records from 2010 have survived. There are also preserved notes from the 2010 Annual Meeting held on November 13, 2010.
2011–2018
- 2011: RPOA was dissolved by the state on August 1, 2011 for failure to file the required annual report. It was reinstated on September 7.
- 2012–2018: Annual reports only (see State filings).
2019–2021: Dissolution and Dormancy
2019. No annual report was filed in 2019.
No minutes were taken at the September 21, 2019 annual membership meeting, but contemporaneous notes were discovered. The information in the notes was later confirmed by Lisa Steckley who was present at the meeting. Some records from 2019 have survived.
RPOA was notified by the state on May 1, 2019 that it has failed to file the required annual report by the April 30 deadline and that RPOA would be dissolved if this were not corrected by August 31. RPOA was administratively dissolved on September 3, 2019.
2020. Reinstatement was not sought in 2020 and no annual report was filed.
March 2020 marked the start of restrictions aimed at controlling the spread of Covid-19. The Governor passed emergency orders, one of which, Proclamation 20-51, allowed community associations to meet virtually to ensure continued governance during the time when it was not considered safe to meet in person. This is noted here simply to make clear that RPOA’s gap in activity following dissolution was elective.
2021. Reinstatement was not sought in 2021 and no annual report was filed.
Continue with 2022, when RPOA was reinstated.
State Filings
Filings and notices from the Washington Secretary of State, oldest first. Many of these records were obtained from the Washington Secretary of State’s Corporations and Charities Filing System.
Related Public Records
RPOA has obtained public records on subjects of interest to neighbors, including information on Rosario Resort and Cascade Lake Dam.