The Shoreline Chamber of Commerce got more than it bargained for when a contracted review of chamber rules questioned the chamber board’s legitimacy.
Attorney Keith T. McClelland, a five-year chamber member, was asked in January by board treasurer, Daniel Mann, to review documents in order to facilitate two changes; increasing the number of directors and permitting the endorsement of political candidates.
McClelland’s review of the articles and bylaws resulted in a much different report than anticipated.
“The governance issues that permeate the very operations of this organization affect the Board’s legitimacy and authority at its very core,” McClelland wrote in a cover letter to his report.
McClelland acknowledged his effort was beyond the scope requested but that he did it because, “I believe in the importance of the Chamber itself.”
Chamber President Russ McCurdy said the board authorized McClelland’s work in an attempt to have legal guidance while updating the chamber’s articles of incorporation and bylaws.
“Keith went beyond that,” McCurdy said. “That wasn’t in his job description, he admitted that; it was to define the legal course we should take as related to the bylaws.”
McClelland was to be compensated $1,000 for his work, out of the chamber’s expenditure fund. He opted not to elaborate on the issue.
“The posted materials are what I prepared for the board,” McClelland said. “They speak for themselves.”
In McClelland’s statement, dated Jan. 11, he wrote: “Perhaps some of you will conclude that my report exceeded Mr. Mann’s instruction, to which I would say that my staying within the “footprint” of Mr. Mann’s charter would have been inferior legal work…”
According to a summary of McClelland’s report, he stated that the governing documents of the Chamber contain conflicting rules, there was a need for a re-election to remedy inconsistencies from the Nov. 10 election and the board should not propose any change to the articles that would allow political activity.
McClelland also said that rules appear to limit Board membership to six and that all actions taken after it exceeded six in 1976, have been unauthorized.
In his work, McClelland referenced an opinion previously prepared by parliamentarian Kevin R. Connelly and which was distributed to the chamber executive director and president, regarding the Nov. 10 election.
In his report, which is an opinion and is not binding, Connelly outlined several procedural issues that were overlooked. However, Connelly said a re-election was not necessary.
Connelly noted that at the Nov. 10 meeting, many members were improperly noticed about a second slate of candidates, the vice president was on the nominating committee, the nominating committee appeared to be biased in its selection of a slate, the vice president was overseeing the ballot box, members were casting ballots before nominations officially closed, there was campaigning at the polls and a sudden increase in new members prior to the election.
“Several things were done that were not recommended,” Connelly said. “But not any direct violations.”
McCurdy said a committee, comprised of chamber members, is currently discussing updates to the bylaws. After they complete their work, and a recommendation is forwarded to the board and the members, McCurdy said an outside attorney will be hired to examine the documents.
The bylaws were last updated in 1999, McCurdy said, and his goal is to have the bylaws voted on in June and reviewed every two years.
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