A timeline of events 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. 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"

 

64905894

 

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:
secure.electionbuddy.com/S7M6-S2D3-XB8L-43YM

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"

 

 

Greetings,


 

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.              

   

Sincerely,

 

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. 

Sincerely,

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

 

10.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)