A timeline of events in 2022 for your consideration constructed from received correspondence:


  1. Feb 28 - PNW ISA - Minutes from Board of Directors Special Meeting
  2. Mar 28 - PNW ISA - Ballot Action in Lieu of A Special Meeting Ballot
  3. Mar 28 - Charles Ray and Evan Sussman - Important Notice Regarding Ballot from PNW-ISA
  4. Mar 29 - PNW ISA - Message from the Board President
  5. Apr 1 - PNW ISA - Special Meeting Announced for Membership
  6. Apr 1 - Charles Ray and Evan Sussman - Regarding Announced Special Meeting for Membership
  7. Apr 2 - Lance Davisson - An Open Letter to the PNW-ISA Board of Directors -- From Past Presidents
  8. Apr 5 - Cristina Bowerman - PNW-ISA Adressses Frequently Asked Questions
  9. Apr 8 - Evan Sussman - PNW-ISA - Would you like to help deliver the meeting demand?
  10. May 6 - Ian Scott - PNW-ISA Important Member Update
  11. May 10 - John Hushagen - The Ratification Vote Results
  12. May 20 - RE: Open Letter regarding attempts to resolve the situation with PNW-ISA leadership since the
    February 28th special meeting of the Board
  13. Jun 9  - Member Update June 2022
  14. Jul 1 - Member Updates
  15. Jul 22 - Important Message Regarding the Board of Directors
  16. Aug 5 - Leadership Update
  17. Oct 4 - Board Election Results Are In!
  18. Background Documents


1.February 28th (1830PST) - "Board of Directors Special Meeting"

I. Convened Meeting @ 6:32 PM 
II. Roll Call  
• Cristina Bowerman, ED. 
• Board Member Present 
i. Charles Ray, Evan Sussman, Ian Scott, Kris Josey, Robert Bundy, Julian Dunster, Tristan Fields, Jim Flott, John Hushagen, Angel Spell, Ben Thompson, Carolyn Prentice, Jacob Kite 
• Absent:   
Motion: John Hushagen - Given the special nature of the meeting, Ian Scott is to be appointed to chair the special meeting. 
2nd Jim Flott 
Motion Approved 12 Yay, 1 Abstained 
Charles Ray Abstained. 
III. Approve Meeting Agenda if no conflicts of interest (COI) identified 
IV. Discussion and Action: 
• Organizational Concerns -Cristina Bowerman 
i. Staff 
MOTION: Jim Flott – Based upon Cristina’s report, conduct inconsistent with chapter bylaws and legal implications, and authorized by the PNW-ISA Bylaws article IV, Section 6 to remove Charles Ray and Evan Sussman from the board of directors effective immediately. 
2nd John Hushagen. 

Motion debated 
Call To Question:  John Hushagen. 
12 Yay, Nay 11, Abstain 1.  Debate Ended. 
MOTION APPROVED  9 Yay, 2 Nay, 2 Abstained 

V. Closing Remarks 
VI. Action Items Recap 
VII. Adjourn -8:40 PM 


2.March 28th (0830PST) - "Vote now: Pacific Northwest Chapter of the International Society of Arboriculture - Ballot Action in Lieu of A Special Meeting Ballot"




You are invited to vote in the Pacific Northwest Chapter of the International Society of Arboriculture - Ballot Action in Lieu of A Special Meeting Ballot.


The voting deadline is Apr 28 2022 11:45pm Pacific Time (US & Canada).


We are using an online election system to tabulate our votes. You have been assigned a unique access key which can only be used to vote once and your voting choices will remain anonymous. Do not forward this email. Do not reply to this email to vote, as your vote will not be registered.


If you have election questions, feedback or want to be removed from future ballot lists, please email John Hushagen at elections@pnwisa.org.

To vote, visit:

Or copy and paste the link into your web browser.

You can also visit secure.electionbuddy.com/ballot and enter "S7M6-S2D3-XB8L-43YM"


3. March 28th (1209PST) - "Important Notice Regarding Ballot from PNW-ISA"



This is Charles Ray, Board President, PNW-ISA and Evan Sussman, President-Elect, PNW-ISA


We anticipate that you will, or have received a ballot via email from the PNW-ISA to remove us from our positions on the PNW-ISA Board. We are requesting you vote “against” all three motions.


This effort to remove us was attempted at a Special Board Meeting on February 28, 2022. The purpose in the notice of that meeting was stated something to the effect of "to address concerns with the management of the organization".


PNW-ISA By-laws state: Article IV, Section 6. Removal of a Board Member

    “Any member of the Board of Directors may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of the Executive Committee.”


You may notice the bylaw says “members”, not “board members”. The board doesn’t have the authority to remove board members, that is your authority as members. During that board meeting we pointed this problem out, and overall it was disregarded. Thus, PNW-ISA’s membership was denied their right to vote at a meeting for the purpose of removing duly elected board members, and our by-laws were not followed. Since that action was improper, and because we pointed it out, it is not valid.


The other board members have acknowledged it’s not valid implicitly via their subsequent request for our resignations and their proposed ballot to membership to remove us.


We have been attempting to seek resolution for this problem for the past month. On March 17th, as President, I (Charles) called a special meeting of the membership. The purpose of the meeting included review of what transpired at the special board meeting and included “to remove Charles and/or Evan”. It was our aim to ensure membership had the opportunity to remove us if they felt appropriate, after reviewing the facts. However, the other board members did not schedule this meeting with membership. Instead, the other board members sent out the ballot requesting our removal.


We are moving forward to call a special meeting with membership (PNW-ISA bylaws require 5% of members to request this) to share the full record of what transpired at the February 28th special board meeting. There is more background information at the following link. We request your support to call a special membership meeting. You can do so here by adding your name at this link: More Information / Signup to Request Special Membership Meeting. 


When we do meet with membership, membership will have the opportunity to make an informed decision on which board members are fit to serve. To protect our Chapter and future members, our bylaws need to be followed. What transpired at the February 28th special board meeting needs to be shared with membership. Thus please vote “against” all three motions on the ballot and encourage other members to do the same. After reviewing the full record, if members determine we are unfit to serve, they will still have the same opportunity to remove us at this meeting.


These board positions are a volunteer role, either of us believed it was in the best interest of the Chapter to step down, we would have resigned. 


Thank you.


Charles Ray and Evan Sussman

President / President-Elect, PNW-ISA


4.March 29th (1637PST) - "Message from the Board President (Paper Ballot Deadline: Friday, April 8, 2022)" 

We apologize for the incorrect date in our first email. If requesting a paper ballot, the deadline is Friday, April 8, 2022 and not August 8, 2022. Please include the mailing address you wish to have your paper ballot sent to. You can click on the link at the bottom of the email if you wish to obtain a paper ballot. Thank you.     

Message from the Board President


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 every one 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.


Ian Scott, President

5. April 1st (1233PST) - "Special Meeting Announced for Membership"

Good morning, PNW-ISA Members. At the request of its membership, PNW-ISA is calling a Special Meeting for Monday, May 2, 2022 at 5:30 pm PDT. In accordance with PNW-ISA's Bylaws below, this meeting is being held to provide detailed information from the February 28, 2022 special meeting that lead to the removal of Charles Ray and Evan Sussman from their Director positions from the board, and consequently their respective positions as Officers of the Corporation, including supporting information from board members regarding some of the concerns. This Special Meeting is for informational purposes only. No actions will be voted on at the meeting.

Individuals relaying information at the Special Meeting, including the Executive Director, Charles Ray and Evan Sussman, will be asked to agree in writing to allow the disclosure of certain information at the meeting.

PNW-ISA will provide a link to the virtual meeting two weeks prior to ensure that only active Chapter members are in attendance. If a member cannot attend the virtual meeting on Monday, May 2, 2022 at 5:30 pm PDT, PNW-ISA will make a recording available to them. PNW-ISA will also extend the ballot deadline to Monday, May 9, 2022 to ensure that all members have sufficient time to attend and/or view the virtual meeting and cast their votes accordingly for each motion on the ballot.

We encourage members to save-the-date for this Special Meeting and to monitor your emails for the registration link that will be sent two weeks prior to the Special Meeting.              




Ian Scott, President

6.April 1st (1803PST) - "Regarding Announced Special Meeting for Membership"

Just a brief heads up to those who have signed up for the meeting (thank you, you are stepping up as leaders). The outpour of support has been uplifting and encouraging.
The 5/2/22 meeting that Ian announced today, called "at the request of the membership" is NOT the meeting that you supported being called. That is evidenced in the difference between the draft notice we provided you, and the notice that has been emailed to you from Ian.
This second "special meeting of the membership" is confusing.
Among other things, this second "special meeting of the membership" is confusing.
Why isn't the 5/2/22 meeting good enough?
The 5/2/22 meeting appears to me to be an attempt to control the dialogue without releasing the recording of the Feb 28th meeting and without taking responsibility for their actions. If the recording of the Feb 28th meeting is released and the meeting we asked you to call is held, the 5/2/22 meeting is not necessary. The membership meeting we are calling for is to hold all board members accountable to membership including Charles and myself.
While we have no problem signing a disclosure agreement to permit discussion of these matters, I am personally concerned about signing one relating to a meeting called like this. If it permits the other board members or staff to speak freely in some way they aren't already able to, I'm happy to sign one for the meeting we planned to call. The reason is that this appears to me to be an attempt to control the dialogue, and considering the history, I am concerned.
We are almost at 5% support to call a meeting of membership! We have currently received 109 signups, our goal is 125 to avoid underestimated what is required.
Please encourage your peers who are members to sign up.
On a related note, we have been attempting to get the full membership list provided to the full membership as required by Oregon law within 2 business days of a meeting notice, and they are stalling. This prevents lateral communication among members leading up to a meeting, and it allows members to disperse meeting notices in the event that the organization refuses. 
After 3 days, the response via the lawyer is "A ballot is not a meeting, and at the time of your request, no meeting had been noticed". Note the fact that the ballot was "in lieu of a meeting".
See Attached Email Thread
In the same breath they allude to their intent to honor the request that does not require a meeting. What's the difference? The meeting requires a 2 day response, and the standard request for records requires a 5 day response.
Please apprise your networks / peers of these concerns, and request they sign up.

- Evan Sussman
PNW-ISA, President-Elect

7.April 2nd (0649PST) - "An Open Letter to the PNW-ISA Board of Directors -- From Past Presidents"


Kris, Tristan, Angel, Jim, Jake, John, Ian, Carolyn, Ben and Julian -- 


As I sit down to type this email and send this letter from a few of our Board's Past Presidents, I have so many thoughts and feelings -- perhaps the greatest feeling is sadness, quickly followed by a deep curiosity to understand why and how we arrived at this point today. For as much legalize and distrust that I've watched and seen come from the leadership of the Chapter over the course of the last 6 days that greatly disappoints me; there has been an even stronger thread of hope from the outcry of our membership who has become very active through the only uncensored communication outlets available to us, and created by members through Facebook: PNW Arborists Group & Idaho Arborists Association. 


Let me conclude by saying a few things to all of you, and then I encourage you to read and act on the attached letter from a well-respected group of Past Presidents who have served the Chapter over the course of the past few decades: 


  • Since drafting this letter over the course of the past few days, you all have responded to member requests for a member meeting. While the email communication on April 1st again sounds like a very tight legal proceeding, it does signal a possible step in the right direction.
  • I deeply care about you all and appreciated your volunteer service to our membership. Many of you are close friends and you know how much intention I put into my service to this organization and that I deeply understand the sleepless nights and stress that come with the responsibility. However, I also understand the responsibility that you have in serving members and that is why I have chosen to clearly advocate for transparency to our membership since reading the first email communication this past Monday morning. You all have a responsibility and you need to put members first so that we can resurrect the future of PNW-ISA together.


Thank you for listening to membership and helping us move forward.  Take care, Lance


8.April 5, 2022 (1117PST) - "PNW-ISA Addresses Frequently Asked Questions"


Last week you received several notifications from PNW-ISA about a Special Board Meeting that occurred on February 28, 2022. After these notifications were sent, discussions began occurring on third-party Facebook pages that are not affiliated with the PNW-ISA Chapter and promote discussion amongst members and non-members. Many of the comments made are inaccurate and speculative causing further harm to individuals involved and jeopardizing the reputation of the PNW-ISA Chapter.

As we continue to navigate this matter with PNW-ISA's legal counsel, we understand your need for answers. To ensure you have accurate and factual information, PNW-ISA has created a Frequently Asked Questions web page which provides answers to questions posed on Facebook pages and elsewhere. This FAQ web page is available to Chapter members only. To access the web page, you will need to log in to the PNW-ISA website with your username and password. If you have never used the PNW-ISA website and need assistance, please click on this link so that we can assist you.

In addition to the FAQ web page, PNW-ISA's Board of Directors has called a Special Meeting for the membership on Monday, May 2, 2022 at 5:30 pm PDT. This meeting will be held virtually and log in information will be provided to Chapter members two weeks prior to the meeting. If you cannot attend the May 2nd meeting, you can view a recording in PNW-ISA's Learning Management System. Please know that we have extended the ballot deadline to May 9, 2022 to ensure members can make an informed decision.

The Chapter is operating at full speed and we are working with volunteers to create new curriculum, schedule in-person workshops, offer online opportunities, host six tree climbing competitions, and produce a stellar 2022 Annual Training Conference in Coeur d'Alene, ID this October. We are here to assist all of you, if needed. So, please feel free to reach out. 


Cristina I. Bowerman

Executive Director

9.April 8, 2022 (0936PST) - "PNW-ISA - Would you like to help deliver the meeting demand?"


You’re receiving this because you requested a Special Meeting of the PNW-ISA Membership.

We’re ready to deliver the member’s request for a special meeting. We have surpassed 5% as required by PNW-ISA Bylaws, and Oregon Non-Profit Law (Oregon Revised Statutes - Chapter 65).

As I prepared to send the demand to the PNW-ISA Secretary I was discussing this with one of the undersigned who suggested inviting you (all of the undersigned) to add your voices of support for the process of the PNW-ISA with the opportunity to independently send this demand with us.

This is not a requirement, and the additional emails would only serve to show additional solidarity for this demand of the membership. (Demand is a strong word, but it’s what is used in the Oregon law that supports this). Oregon Revised Statutes 65.204 (1)(b)

A timeline of mass communications to PNW-ISA Members since the ballot was sent out on March 28th:

  • 3/28/22 - PNW-ISA Sends out Ballot and Information about Ballot
  • 3/28/22 - We issued a request to Members to call “Special Meeting of the Membership”
  • 3/29/22 - PNW-ISA sends out “Message from the President”
  • 4/1/22 - PNW-ISA Sends Notice to Membership of “Special Meeting of the Membership"
  • 4/1/22 - We Sent Update to Members who signed up to call Special Membership Meeting (only sent to those signed onto the meeting signup)
  • 4/2/22 - 5 PNW-ISA  Past Presidents send Open Letter to PNW-ISA Board
  • 4/5/22 - PNW-ISA  publishes “FAQ FOR 2/28/22 SPECIAL BOARD MEETING”

A note on the “Notice to Membership...” document linked in the separate email to you, sent this morning:

There are some very minor edits made for clarity and procedural purposes. Please feel free to take a moment to ensure it reflects what you wanted it to reflect. My goal was that it would provide the opportunity for the membership to hold ALL of us in PNW-ISA Leadership accountable for our decisions.

We added the following vs. the draft you may have reviewed:

  • Changed "request" to "demand" per ORS 65.204 (1)(b).
  • Selected Date - 5/15/22 - selected as it is the first Sunday afternoon (increased likelihood of member availability) that allows a couple days of turnaround for the PNW-ISA Secretary, and the 30 days required notice.
  • References to “codes of conduct, and special rules of order” that are to be determined.
    • If any of you have resources in this area, please send them or reach out. A couple members suggested this.
  • Option early on agenda that members might "move to compel PNW-ISA to deliver Video of 2/28 meeting".
  • Revised Agenda to reflect the possibility that Charles and I may be removed from office prior to this meeting per the 5/9 ballot.
  • I believe that's all that changed.

Please feel free to reach out to me at 360-770-2234 if you have any concerns about the minor edits.

Please consider using the template I will email separately to send our demand to the PNW-ISA Secretary along with the two linked files.

You should be able to:

  1. Hit forward
  2. Add the To/CC Emails
  3. Edit the subject. - Remove "FWD:"
  4. Add the To/CC emails
  5. Delete the text above the " Delete This line".
  6. Hit Send

 I respect your individual decision of how to proceed with this. After hearing the member’s idea yesterday, I liked it and wanted to invite those who undersigned to participate if they wanted.

Thank you for your support to the chapter,

 - Evan


11.May 6, 2022 (1603PST) - "PNW-ISA Important Member Update"


PNW-ISA’s leadership is reaching out to provide context as to what led to the cancellation of the Special Member Meeting that was scheduled on Monday, May 2. On that Monday morning, legal counsel for PNW-ISA was contacted by counsel for the removed officers to advise that they no longer wished to attend the special member meeting.


PNW-ISA’s counsel was also informed that the removed officers were interested in attending a private, facilitated meeting with the board of directors on Thursday, May 5. On Thursday morning, PNW-ISA’s legal counsel was advised that the removed officers no longer wished to attend that meeting.


PNW-ISA agreed to both meeting requests and employed the services of a third-party facilitator for both meetings at the Chapter’s expense. Despite the good faith PNW-ISA has extended for the Monday, May 2 and Thursday, May 5 meetings, both were declined by the removed officers.


The ratification vote is still under way and members will have until Monday, May 9th at 11:45 pm PDT to cast their vote.

Below is a notice of the special meeting requested by 5% of membership.







            NOTICE: Pursuant to a request received from at least 5% of the Members of the Pacific Northwest Chapter of the International Society of Arboriculture, an Oregon nonprofit corporation (the “Corporation”), notice is hereby given that the Board of Directors of the Corporation has called a Special Meeting of the Members of the Corporation in accordance with Section 4 of the Corporation's Bylaws and ORS 65.204.


            PURPOSE OF MEETING: To provide information and discuss certain corporate actions taken by the Corporation's Board of Directors and the ongoing dispute with former directors Mr. Ray and Mr. Sussman.

           PROPOSED MEETING DATE, TIME, & LOCATION: In accordance with Section 4 of the Corporation’s Bylaws, and ORS 65.214, the Special Meeting shall take place on June 6, 2022 at 5 pm PDT via Zoom. 


11.May 10, 2022 (1647PST) - "The Ratification Vote Results"


The vote to ratify corporate actions closed on Monday, May 9, 2022.


The results are as follows:


1. Officer and Director Removal. To ratify, confirm, and approve the Corporation Board’s removal of Charles Ray as a Director and as President of the Corporation and Evan Sussman as a Director and as President-Elect of the Corporation, effective February 28, 2022.

For: 203 votes    Against: 170 votes


2. Bylaws. To ratify, confirm, and approve the attached Bylaws, attached as Exhibit A, to be the currently-effective Bylaws of the Corporation.

For: 196 votes     Against: 140 votes


3. Officer Appointments. To ratify the appointment of Ian Scott as President of the Corporation and John Hushagen as the Secretary of the Corporation, until the next Annual General Meeting of the Members of the Corporation.

For: 203 votes     Against: 161 votes


12.May 20, 2022 (0659PST) - "RE: Open Letter regarding attempts to resolve the situation with PNW-ISA leadership since the
February 28th special meeting of the Board"


Dear PNW-ISA Special Meeting Petitioners and former Board Members,

Over the course of the past 6+ weeks, as dedicated volunteers and past leaders of PNW-ISA, we have spent
countless hours trying to resolve the situation that PNW-ISA (the Chapter) finds itself in after the special
meeting of the Board on February 28th. At every step of this process, our motivation and communication to
members and current leadership of the Chapter has been steadfast and clear – to help ensure that members
are being represented and heard; to hold the current chapter leadership accountable for their actions, and to
insist they follow the bylaws of the organization. We have spoken to many Chapter members and to current
Board members to try and build a bridge of trust, resolution and healing so that the Chapter can once again
operate within its bylaws, sound governance and leadership, and serve its members appropriately.


Unfortunately, in response to our recent attempts to uphold the original and legitimate member petition for a
special meeting, the Board has chosen to continue with its own meeting on June 6th that is not guided by the
members, and does not honor the member petition, as required by the bylaws. This is one more issue in an
exhaustive list that demonstrates a lack of accountability and lack of care for the organization by the current
We have been closely observing the actions of this Board of Directors. Here are some of our concerns:

● We watched a February 28th meeting that appears to have been improperly noticed, pre-orchestrated,
manipulated and rushed to judgment without any investigation of the allegations raised.
● Over the last month, the Board has ignored multiple bylaws and has obstructed members’ legitimate
attempts to hold a special member meeting.
● The Board has informed us that they have formed a “legal committee”. We have declined to meet with
them due to the fact that chapter attorneys have issued threats to sue members who are seeking to
hold them accountable.
● The Board appears to be using your membership funds to employ attorneys to defend their improper
actions, avoid accountability and squelch dissent under the cover of confidentiality and questionable
legal clauses.
● Member requests for information have been met with inconsistent replies, such as providing member
email addresses to some members and not to others.
● We observed that one board member left the board directly after the February 28th meeting and another
recently resigned, but the latter resignation has not been communicated to membership by the Board.
Both individuals are the ones who abstained from the February 28th vote to circumvent the bylaws.
● Finally, now that the improper ratification of the Board’s defective actions has passed, we fear the
Board sees this as a member vote of confidence in their actions and decisions. Without intervention,
this could allow them to spend the next several months before the chapter Annual General Meeting
continuing to erode the chapter’s fabric and foundation, as an emboldened group who have clearly
broken their duty of care for this organization.


We are exhausted and frustrated with this process that has continued to create distrust of members and has
highlighted the lack of leadership of the current Board of Directors. We have consistently attempted to build a
bridge of trust and accountability towards resolution. Unfortunately, the Board has continued to violate chapter
bylaws, and control and manipulate member requests. Despite all our years of governance experience and
volunteer leadership to the Chapter, the Board has chosen to deny our attempts to open a productive dialogue
with the full board, honor member requests and begin building trust between members and current Chapter


For these reasons, we are making the difficult decision to no longer offer to work with the current leadership
towards resolving what occurred on February 28th and thereafter. It is clear to us that so far, the current
leadership is not open to admitting mistakes and missteps, or to building trust with members that allows the

organization to move beyond these past few months. We have been forced to take a different approach. Here
is what has been put into place, and how we’re trying to navigate this situation:

● The Board is continuing with plans to hold a meeting on June 6, which they claim is the member
requested meeting. However, for the reasons we identified earlier in the corrected meeting notice we
sent to the Board, this violates PNW-ISA bylaws. We cannot participate in helping the Board plan this
meeting when they are disregarding the requests of members. We would encourage all members to
attend this meeting and we hope there is an opportunity for members to ask questions and learn more
from the Board, but it’s important to understand that the meeting notice and format does not follow the
Chapter bylaws nor the stated purpose of the meeting requested by membership.
● Several complaints about the entire controversy and bylaw violations have been filed with ISA. We are
aware that ISA is investigating the situation and hope that they will be able to intervene on behalf of the
rights of chapter members.
● We are seeking alternative avenues to rectify this situation outside of our approach to-date, and will
communicate these to you when we can.

We regret that we are at this place with PNW-ISA, and we apologize for not being able to build the trust we had
hoped for with the Board toward a viable resolution. We recognize that the Board is in a difficult situation, and
we encourage chapter members to continue to ask hard questions with respect and decorum. PNW-ISA has
had a culture of collaboration, collegiality, and respect for members. We do think relationships are important,
and we hope that the Chapter can eventually be restored to its prior status as one of the leading chapters of
ISA and a respected organization in service of its members in the PNW. We are not clear exactly how the
process unfolds from here, but we are clear that drastic change is needed to reestablish the PNW-ISA Chapter
as an organization we recognize, trust and want to be a part of in the future.




Terrence Flanagan, PNW-ISA Board President 1994- 1996, ISA Board President 2013-2014

Elizabeth Walker, Board President 2002-2004

Phil Graham, Board President 2014-2016

Lance Davisson, Board President 2016-2018

Philip Bennett, Board President 2018-2020


CC: Caitlyn Pollihan, ISA CEO & Executive Director; Dana Karcher, ISA President; 137 PNW-ISA Members who
signed-on to 4/7/2022 original member meeting request


13.Jun 9, 2022 (1745PST) - "Member Update June 2022"


If you were unable to attend the Special Member Meeting on Monday, June 6, the video and transcript are now available. To access, click here for instructions. In addition to making these materials available, PNW-ISA has updated its transparency web page to reflect board meeting minutes and the most recently filed 990 report. To view this information, click on this link. If you are struggling with the LMS or need assistance, please contact memberservices@pnwisa.org.

The Board of Directors is continuing its work with SORT SOL GROUP so that we can address member concerns and build greater transparency and awareness about the issues we are facing as a Chapter. We are reviewing member feedback from the June 6 meeting and identifying areas for growth and improvement. As we move forward, we will announce opportunities for members to learn about the bylaws revision process, proper governance and oversight, nonprofit practices, and upcoming nominations opportunities for the Board of Directors.

Please understand that we are learning from this experience together. This is an opportunity for us to grow and evolve not only our Chapter but ourselves. We hope you will consider participating as we address issues that did not occur overnight but have been going on for many years. We want very much to improve and strengthen the Chapter for the benefit of all members.

The PNW-ISA Board of Directors

14.Jul 1, 2022 (0901PST) - "Member Updates"

Member Updates

Our Executive Director Cristina Bowerman has decided not to renew her contract with the chapter. Her last day was June 30, 2022. We thank Cristina for her contributions to the chapter and getting us through Covid so successfully. We wish her well in her future endeavors.

The Chapter has retained the services of Loveall Price, a management services company that has previously helped us. All of our normal work, courses, and Annual Training Conference will continue as before. The email contact for inquiries will remain as ed@pnwisa.org. Our other employee, Sharon Korte will be continuing to work with us. 

15.Jul 22, 2022 (0932PST) - "Important Message Regarding the Board of Directors"

PNW-ISA The Saga Continues

Dear Members.

Our apologies for yet another email from the Board of Directors. By now you may have heard of the meeting held on July 18th, 2022, purporting to replace the board of directors with Elizabeth Walker and Terry Flanagan.

For reasons previously explained to membership and the small group of dissident members responsible for holding the July 18, 2022 meeting, the board of directors is confident that the alleged replacement was not effective under our bylaws and Oregon law.

Many of you will be aware that in late February our past Executive Director requested a special meeting with the Board of Directors to discuss her concerns about the way she felt she was being treated. As a result of her presentation two board members were asked to leave the Board right away. While the board of directors had full power to remove these two individuals as President and Vice President, a point they ultimately conceded after consulting legal counsel, concerns regarding their removal from director positions persisted. Legal counsel suggested we seek a member ratification vote under the established process provided in Oregon’s nonprofit statutes, which would affirm the decision to remove them from the board as directors if the ballot proposal was accepted by you the members. The members supported the decision made and confirmed that Ian Scott was to be the new President and John Hushagen the Secretary.

Subsequently, 5% of the membership (just over 150 members) requested a special meeting in a lengthy petition. While a request for meeting is permitted under our bylaws, legal counsel advised us of several problems with the petition submitted, including the member group’s demand to hold the meeting at a specific time and place, and to include certain duplicative actions on the agenda. To address the non-duplicative portions of the member meeting request, PNW-ISA held the June 6th special meeting. The petitioning members refused to accept that as a valid meeting, despite the legal advice we received and explained to the petitioners. On July 18th some of the petitioning members purported to hold their own ‘special meeting.’ The chapter’s legal counsel was very clear to us – Oregon law does not provide the members a right to hold a dueling meeting on a topic already covered by various other methods (including a meeting, in addition to a ballot and consent).

About 80 people attended the July 18th meeting held online, though it is not clear that all of these were chapter members. A series of motions were presented and voted on by those in attendance. One of these motions removes the entire Board of Directors currently in place and replaces it with Elizabeth Walker as President and Terry Flanagan as Secretary, both serving as an interim Board until a new board can be elected at the annual general meeting. In effect, less than 70 members (3.5%) of an organization with 2008 members, voted to attempt to transition the power from the current elected board to two individual members.

It may seem incredible that a small dissident group such as this could overthrow an entire elected board, potentially setting a precedent of continuing instability for the Chapter. In response to the purported meeting, the board of directors believed it to be in the best interests of the organization to consult legal counsel, firstly to see if this group had the right to hold a dueling meeting, and secondly to ensure that if they did, the current board was not creating further legal jeopardy for the Chapter by accepting their demands as written. In the opinion of the Chapter’s legal counsel, the July 18th meeting was improper. Oregon law provides a clear process for members to follow if they believe an organization has failed to call a requested meeting (though in this instance, the board of directors did call the meeting, in addition to taking a vote on the requesting actions by other means). This process was not followed, and instead, the dissident members purported to hold their own meeting. In addition, the actions taken at this purported meeting included blatant violations of the organization’s bylaws, which require any board vacancies to be filled by remaining executive committee members and require the organization to maintain a board with a minimum of three directors. Consequently, the board of directors believes the actions taken at the attempted meeting are not valid, and further, would leave the organization out of compliance with its bylaws and unable to act for the interim period leading up to the annual meeting.

We know that many of you are wondering why all of this drama continues. We wonder the same thing, but as a board of directors we have a fiduciary duty to protect the organization we represent. We acted to protect the chapter from the perceived threat of a claim against PNW-ISA in February. You, the members, ratified that decision. Since then, we have been scrupulous in ensuring that every subsequent action taken is legally valid and not in contravention of our bylaws or State law. Despite what some people will claim, there have been no violations of the chapter bylaws since the February 28th meeting. Claims to the contrary are misinformation or disinformation but they are not the truth. Most of the legal fees incurred to date arose after the ratification vote due to the organization’s defense of persistent challenges presented by people not on the board. Sadly, this small dissident group of members continues to incur unnecessary legal expenses for the chapter.

The entire board is up for election at the next Annual meeting in October. Many board members will be resigning, and in addition, Ian Scott, Angel Spell, and Jacob Kite will resign and run again in an open election at the annual meeting in October (only 10 weeks away).

We all want the chapter and incoming board of directors to succeed, but success is not achieved by a tiny group acting based on misinformation. We encourage you to get involved and yes, run for the board and take the time to serve your chapter. There is a lot of work to be done, especially with the bylaws which are out of date and, as the board has recently been notified, may have been out of compliance with state law for well over a decade.

Thank you for reading this rather lengthy message. Below is a link to the formal board reply to Elizabeth Walker and Terry Flanagan with the technical reasons why their demands cannot be accepted.


The PNW-ISA Board of Directors

16.Aug 5, 2022 (1125PST) - "Leadership Update:"


PNW-ISA Leadership Update:

Dear members,


Ian Scott, President of the PNW-ISA chapter has resigned from his role on the Board of Directors due to health reasons. We recognize and appreciate his many years of service to the chapter, both as Secretary and President.


The Board has appointed Angel Spell to serve as President for the next two months up to the Annual General Meeting in Coeur D'Alene this October. Any member interested in serving as a volunteer on the Board of Directors is encouraged to submit their nomination.




17.Oct 4, 2022 (1339PST) - "Board Election Results Are In!"



Member appointed board officer and director elections have concluded.  Please join us in thanking our current board for their service and welcome our new slate of board officers and directors.

Click here to read full bios on the PNW-ISA website!



18.Background Documents


Bylaws of The Pacific Northwest Chapter of the International Society of Arboriculture (Oct 22)

PNW ISA Frequently Asked Questions for 2/28/22 Special Board Meeting

PNW ISA Frequently Asked Questions for 2/28/22 Special Board Meeting (for PNW ISA Members)