| | | | Greetings from your new president of the board. While reading this message, you are most likely looking for answers to questions about the chapter. Why is Ian Scott the president of the board? What has happened to our board of directors? I will address those questions below, but first I think it’s important to report that the status of the chapter is financially stable with operations and educational programs being delivered as planned. We have an Executive Director whose non-profit management expertise has helped us quickly shift programming to an online learning environment, and measurably increased engagement and opportunities for our membership even with lockdowns and border restrictions. We continue fulfilling our mission to foster a greater appreciation of trees and promote the professional practice of arboriculture through education, research, and technology.
I have been a member of this chapter for over 20 years and have heard many stories from founding members of our early days, stories of how members would get organized and sustained through beer, pizza, and meetings around trees in various PNW forests. These fun traditions of our early days are what I think have been most damaged by the pandemic. It’s strained our ability to cultivate professional relationships and foster the synergy of ideas we get when we gather together. But we’re getting this back. We are on track for an in-person conference this October in Coeur d’Alene Idaho, and I encourage everyone of you to mark your calendar and participate in this conference any way you can. By that, I mean that we have learned from the pandemic and will be able to continue offering remote learning connections to our conference proceedings. You will soon see a call for speakers and other volunteers. This call will be for you, a valued member of this organization, to contribute to the excellence of our chapter.
We will also have an annual general meeting that I’m anticipating being memorable and significant. Memorable because we’ll be meeting in person and online, and significant because the board of directors is anticipating a presentation that includes substantial improvements to our bylaws and board governance.
This brings us back to Why? Why am I your president today? Why did the board change so suddenly in the middle of the year? You have now received a notice and ballot, explaining that the PNW-ISA Board of Directors made the decision to remove our former President and President-Elect from their officer and director positions. I have been appointed, by the board, to be President of the PNW-ISA Board of Directors until our next annual general meeting. If you have not received your ballot electronically, or through paper mail, email me at the link below and we’ll make sure you get one.
We have consulted with legal counsel throughout this process. Per PNW-ISA’s legal counsel, the removal of our former President and President-Elect is valid, and is not void or voidable, under PNW-ISA’s bylaws and the laws of the state of Oregon, where PNW-ISA is organized. In an effort to be as transparent as possible and in response to the removed individuals’ efforts to undermine the board’s decision, we are seeking member ratification. The proposed ratification process is being conducted in accordance with Oregon law and has the full support of PNW-ISA’s legal counsel.
I want to be clear that the entire board of directors has very carefully considered the allegations made against the two removed officers, along with numerous written statements and materials submitted by those individuals in response to those allegations. The board has also consulted legal counsel in regard to the claims those individuals have made as to the legitimacy of their removal. As a result of these deliberations, the board unanimously determined that the removals were in the best interests of the chapter. Accordingly, your support for ratification is a demonstration of your trust in the leadership as you see it today.
As background, in February, the board was presented with concerning information regarding alleged conduct of the former President and President-Elect in carrying out their duties as President and President-Elect. That included allegations that the former President and President-Elect did not adequately respond to board requests for increased transparency, circumvented established corporate governance processes without board or member approval (including processes designed to encourage adequate representation from all geographic areas), and created a negative work environment. In light of these allegations, the board made the decision to move forward with new leadership.
While we are endeavoring to be transparent, each current and former member of the board of directors is subject to a confidentiality agreement, which is a standard best practice for non-profit organizations, especially where the organization has volunteers on the board. These confidentiality obligations limit what current and former board members, and myself as President, can disclose beyond corporate records such as the minutes. The full minutes from the board’s February 28, 2022 meeting are available to any member. You can review the minutes in the link below, and I encourage you to reach out to me if you have any additional questions. We are consulting with legal counsel as to what other information we may be able to provide to members on this matter, if any. We recognize that some of you may have received emails from the former President and President-Elect, encouraging you to request information we (and they) may not legally be able to provide. Both the former President and former President-Elect have been reminded by PNW-ISA’s legal counsel on multiple occasions of their confidentiality obligations.
While the allegations raised at the February 28th meeting are of serious concern to the board, we have also been advised by legal counsel that under PNW-ISA’s bylaws and Oregon law, “cause” is not required to remove a director or officer. The February 28th meeting was not a trial; the board solely decided that in light of the concerns raised, it was in the best interests of the organization to move forward with a new President and President-Elect. Unfortunately, the former President and President-Elect have since forced the organization to expend significant and increasing time and resources as they prolong the removal process.
In the email some of you may have already received, the former President and President-Elect correctly note that PNW-ISA offered an opportunity for each of them to resign prior to initiating this ballot vote. This option was not offered in light of any allegations raised by them, as they suggest, but rather in hopes of avoiding these significant expenditures of time and financial resources, including PNW-ISA’s legal fees incurred responding to their continued allegations, many of which our counsel has confirmed contain inaccurate or misleading interpretations of applicable law. The board was, and remains, united in its decision to remove these individuals. We strongly believe it is in the best interests of PNW-ISA and its members to move forward with new leadership, without a prolonged dispute. As we have communicated to our former President and President-Elect, we thank them for their service to PNW-ISA and wish them the best moving forward.
I personally accepted this appointment as interim President because of my confidence in fellow board members and our Executive Director. Were the removed individuals reinstated to their prior positions, in light of the concerns that have been raised, there is a risk that a number of these individuals would resign. The potential disruption and costs of replacing these individuals would have a significant detrimental impact on our organization.
We are an association of professional arborists whose members learn from our educational program to be better arborists. We also learn to be better leaders in the communities where we practice our profession, through volunteering to help each other here. In closing, the board asks that you consider our board decision was in the best interest of protecting the chapter and allow PNW-ISA to keep its focus on fulfilling our mission. | | | | |
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