July 20, 2023
President’s Message
Dear community member;
Recently we completed an election and several issues of note occurred. To lend some clarity around these issues, I am writing you to provide additional details. There will also be some instructions related to the enclosed ballot and proxy. I hope you find this transparent and respectful.
Due to the unique circumstances of the situation, I made an error in my effort to accomplish the goals of completing the election process within the time line stated. The decision to have a specific member of the community participate in the counting process was indeed a violation of ARTICLE VI, SECTION 2, ITEM E. This error on my part was due to the tight time line, an issue with another ballot counter volunteer (discussed later in this letter) and the availability of community members on a Thursday night during the week.
I would like to extend my sincerest apology to the community for this misstep. I have alway tried to be fair and adhere to the bylaws as well as be transparent and inclusive. This error was a mistake and I hope you will all accept my honest apology and believe that this was not done with intent.
Another issue that caused this situation to occur was due to a process developed for several members whom needed an easy to access option for a replacement ballot. It came to my attention that one of the ballot count volunteers was on at least one ballot. This issue was discussed with the board and it was determined that in the best interest and for fairness, the volunteer could not participate in the count process as they were on a ballot, the volunteer was offered the opportunity to stay and witness the process. The entire ballot counting process was recorded and published for all members to review.
You can find the video and support documents here:
https://www.cascadewoodlands.com/2023/06/29/6-29-2023-election-results/
An additional issue that developed was that the volunteer who was to count the ballots made a decision to insert himself into the ballot collection and identification process. Upon arrival, the volunteer had in his possession five ballots, one of which was a self printed ballot that was open and outside of a secret ballot envelop. By collecting and attempting to present these ballots, the volunteer violated a very simple concept of chain of custody. No volunteer could show up to do the job of tabulating ballots with ballots in hand and have the reasonable expectation that they would be allowed to introduce these ballots into the stream much less participate in the process of tabulation.
You may disagree with this logic and board decision, and I respect your position. Having said that, mathematically, the outcome of the election would not have been effected by the addition or subtraction of the ballots in question. The treasurer and secretary took it upon themselves to conduct a recount and they reported that Lindon Green got five more votes, and therefore should have been elevated to Vice President.
The Washington State RCW covering the administration of HOA’s States:
RCW 64.38.030
Association bylaws.
Unless provided for in the governing documents, the bylaws of the association shall provide for:
(1) The number, qualifications, powers and duties, terms of office, and manner of electing and removing the board of directors and officers and filling vacancies;
(2) Election by the board of directors of the officers of the association as the bylaws specify;
Our bylaws, amended by democratic vote on 3-15-2023 by a decisive margin, stipulate:
Article III Officers:
Section 1: The officers of the Association shall be President, Vice President, Secretary, and Treasurer. The officers shall be elected for a term of one year, or until no longer legal landowners in the Corporation.
- The Officer Positions of President, Vice President, and Treasurer shall only be filled by domiciled members of the corporation/community. Non- domiciled members shall be eligible to fill all remaining positions only.
Lindon Green came to my home and told me that he wanted to run for vice president. I then drove down to his property, and while he and his wife were moving rocks, let him know that he was not eligible to run for that position. He shared with me his displeasure but insisted that he wanted to be placed on the ballot. This demand has now caused serious strife within the community. You can read about it here:
https://www.cascadewoodlands.com/2023/06/04/another-ballot-amendment-please-read/
Moving forward, and more recently, a group of residents are choosing to exercise their rights under our bylaws by calling a special meeting. The decision to go this route as opposed to working within the organization of the new board speaks for itself. The agenda provided for this meeting is shortsighted and poorly thought out.
If this group is successful in their agenda, they will effectively take the CWLOA out of compliance with Washington State Law and put us into violation which will require extensive effort and votes to regain our legal standing. It is very telling that the last item on their agenda would effectively prohibit exactly what they are attempting to do now moving forward. This blatant attempt to lock out future actions at the end of their meeting is indicative of their knowledge that it is dirty, underhanded and wrong. Finally, they will be purposefully undermining a democratic process that was successfully completed by democratic vote on 3-15-2023.
https://www.cascadewoodlands.com/2023/06/04/another-ballot-amendment-please-read/
This group identified this section of our bylaws:
Section 3: Special meetings of the Corporation may be called by the President, a majority of the Board of Directors, or by the owners having twenty five percent (25%) of the votes in the Corporation.
As they have called the game, I have taken the liberty to exercise my right to call a special meeting to address the real business of the association and its members. The decision to go outside of the board has opened up the opportunity for us to address many issues that would or may have been the responsibility of the board to process through careful consideration and analysis. It is very telling that this group did not provide a proxy with their mailing package. Sadly, this is a huge shortcut, however it will likely save time and frustration for the board moving forward.
With this message you have received a package of proposed amendments and action items to be voted upon. Additionally you have received a ballot on which these items can be recorded. This ballot may be mailed back in the provided envelope, and you may either use the provided return label or you may write your return address or use a label of your choosing. This is to validate from whom the ballots were received from prior to the meeting. These ballots should be returned by mail and received at the official mail box by no later than 6:00 PM August 4. You may also bring them with you to the meeting which will be held at 10:30 AM on August 5, 2023 at 114 Fish On Lane, Toledo, WA 98591. Additionally, you may hand deliver your ballot to me, Martin B Sederberg, as I have called the meeting and will be presiding over it.
If you need a replacement ballot option or wish to acquire a proxy for non ballot items that require representation in your absence for this meeting, please contact me and we will get you situated in plenty of time for these meetings.
Please carefully review the items as these are real, serious, considered and necessary issues that the community must consider and vote upon. Ballots shall be counted by the two board members stipulated in the notice provided by the group calling for the recision of the democratically amended bylaws. The other board members shall be in attendance as required. If they are not in attendance, then there may be a floor vote for removal. This is serious community business so, please make sure and attend if at all possible. All items voted on shall become effective immediately as stipulated by the group calling for the recision of the democratically amended bylaws.
Thank you for your time and consideration. The board looks forward to seeing you at the special meeting.
Martin Sederberg
CWLOA President
Bylaws and Covenant Amendments:
Amendment 1:
CWLOA Bylaws as of 3-15-2023
Article VII – Quorum
The quorum of the Corporation shall be considered twenty-five (25%) of its members in good standing and not more than thirty-three (33%) percent of the board present or by proxies can be counted toward a quorum.
Change to:
Article VII – Quorum
The quorum of the Corporation shall be considered fifty percent (50%) of its members in good standing and not more than thirty-three percent (33%) of the board present or by proxies can be counted toward a quorum.
Amendment 2:
CWLOA Bylaws as of 3-15-2023
Article lI – Members
Section 5: No membership may be assigned or transferred voluntarily or by operation of law except in conjunction with the transfer of title to a lot or lots in the plat of Cascade Woodlands. No Person, corporation, or other entity that is not an owner of a lot or lots of the plat of Cascade Woodlands according to the records of Lewis County, Washington, shall be entitled to membership in the Corporation.
Change to:
Article lI – Members
Section 5: No membership may be assigned or transferred voluntarily or by operation of law except in conjunction with the transfer of title to a lot or lots in the plat of Cascade Woodlands. No Person, corporation, or other entity that is not an owner of a lot or lots of the plat of Cascade Woodlands according to the records of Lewis County, Washington, shall be entitled to membership in the Corporation with the exception that a spouse, common law marriage spouse, domestic partner or other domiciled cohabitant of the community whom may not be listed on a deed or contract shall be allowed to participate on the board or a committee so as not to create an additional or second vote for the household or property.
Amendment 3:
CWLOA Bylaws as of 3-15-2023
Article X – Proxy Voting
Section 1: Any owner otherwise entitled to vote in accordance with all other requirements for voting may grant such right to another person by written proxy delivered to the Secretary of the Corporation, stating the name of the Grantor of the proxy, the date of the grant of the proxy, and the name of the party entitled to vote. The proxy shall be signed by the Grantor.
Change to:
Article X – Proxy Voting
Section 1: Proxies shall not be used for the purpose of casting a vote when a ballot has been issued and sent to the person(s) eligible to cast a vote. Any owner otherwise entitled to vote in accordance with all other requirements for voting may grant such right to another person by written proxy delivered to the Secretary or President of the Corporation, stating the name of the Grantor of the proxy, the date of the grant of the proxy, and the name of the party entitled to vote. The proxy shall be signed by the Grantor for the exclusive purpose of floor votes conducted in an in person meeting.
Amendment 4:
CWLOA Bylaws as of 3-15-2023
Article V- Nominations and Elections
Section 2: Elections:
- Elections shall be held at the annual business meeting on the day designated.
- Elections shall be by secret ballot and simple majority of those voting (in person, or by signed absentee ballot or by proxy) shall elect a candidate. Candidates shall be placed on the ballot in alphabetical order by Sir-name.
- Member unable to attend the Annual Business Meeting, may obtain a ballot from the President or Secretary, and vote prior to the meeting for those candidates placed on the ballot or they may write in their own candidate.
- An election committee shall be appointed by the President to conduct the election and report the results to the meeting before adjournment.
- Ballots shall be counted by two volunteers not on the Board or ballot nor associated with a member of the Board or ballot. The outcome of the election shall be reported by the President or the Secretary to all in attendance prior to adjournment.
- The ballots shall be prepared by the CWLOA so that the ballot paper shall be unique and able to be differentiated by-election and shall also have a sequential number that shall not be associated with any specific person or parcel so as to allow for verification and reconciliation purposes.
Change to:
Article V- Nominations and Elections
Section 2: Elections:
- Elections shall be counted and/or reported at the annual business meeting on the day designated.
- Elections shall be by secret ballot and simple majority of those voting (in person by provided mail in ballot, replacement ballot or electronic ballot) shall elect a candidate. Candidates shall be placed on the ballot in alphabetical order by Sir-name.
- Members unable to attend the Annual Business Meeting, may obtain a replacement ballot from the President or Secretary, and vote prior to the meeting for those candidates placed on the ballot or they may write in their own candidate. However only one ballot (if they are the same) will be counted, if they differ, both ballots shall be discarded.
- An election committee shall be appointed by the president to conduct the election and report the results to the president and secretary before adjournment. Ballots shall be counted by two volunteers not on the Board or ballot nor associated with a member of the Board or ballot. The election committee shall be required to verify eligibility of all candidates and nominees, count all the properly provided ballots to include in mail in, electronic or properly issued replacement ballots. All envelopes shall be retained and recorded according to retention and publication requirements stated elsewhere within the bylaws.
- The outcome of the election shall be reported by the President or or president pro tem to all in attendance prior to adjournment.
- The ballots shall be prepared by the CWLOA so that the ballot paper shall be unique and able to be differentiated by-election and shall also have a sequential number that shall not be associated with any specific person or parcel so as to allow for verification and reconciliation purposes.
- Ballots shall be accepted via mail in process, personally hand delivered to the president or secretary, or through electronic means as provided. Election ballots shall be counted in accordance with section d. above, and shall be provided in a manner identified as a “Double Blind” system. If all requirements of the ballot return process have been met and can be verified by the election committee the election shall be accepted.
- If for any reason an election is unable to be successfully completed or tabulated on the day of the meeting, the board may extend the deadline as needed but not to exceed the end of the fiscal year. If for any reason the election is unable to be completed, then the standing members of the board shall be required to conduct the affairs and conduct an election process successfully that meets the requirements found elsewhere within the bylaws. For the duration of this time, only the two standing board members shall have the authority to conduct the business of the corporation, and any signers on any account must support the requirements of the two standing board members until a proper election is completed.
Amendment 5:
CWLOA Bylaws as of 3-15-2023
Article XI – Amendment
The power to alter, amend, or repeal the Bylaws, or adopt new Bylaws, shall be vested in the members of the Corporation, who may amend the Bylaws at any annual, regular, or special meeting after notice of the proposed amendment is given not less than fourteen (14) days prior to such meeting. The Bylaws may be amended by majority vote of those members present in person or by proxy at a meeting at which a quorum is present.
Change to:
Article XI – Amendment
The power to alter, amend, or repeal the Bylaws, or adopt new Bylaws, shall be vested in the members of the Corporation, who may amend the Bylaws by any double blind mail in, mail in, replacement ballot and/or electronic vote process after notice of the proposed amendment is given not less than fourteen (14) days prior to such ballot process.The Bylaws may only be amended by a vote process in which at least seventy five percent (75% or 25 votes) of those members of the corporation in which a mail in ballot or electronic ballot process has been utilized. Each amendment must be specifically identified and isolated for consideration of amendment.
Amendment 6:
Ad:
Article X – Proxy Voting
Section 3:
Proxies shall be used for the purpose of representing members of the corporation during an in person meeting and shall not be utilized when a paper ballot or electronic ballot process or double blind ballot process has been utilized or implemented. Mail in ballots may be used for the purpose of annual election process only if a “Double Blind” method is used that ensures the secrecy of the ballots. This method shall be that a ballot is mailed out to a member with two envelopes, one which is generic and has no identification marks, and one which is to be returned as a jacket with the respondents name and full address hand written or provided by a unique return address stamp, sticker or mark. These “Double Blind” votes may be returned via USPS mail, other commercial courier such as Fed Ex, UPS and similar, or personally hand delivered to the president or secretary. In the event of the necessity for a replacement ballot, the replacement ballots may be provided if they are unique and identifiable as a replacement ballot, or provided electronically through a system that allows verification and electric signature and allows unique identification of IP address to prevent duplicate submissions. All ballots shall adhere to the requirements stated in Article V, Section 2, subsection F. Any ballot process implemented shall be in harmony with the notice and time requirements outlined in Article IV, Section 4.
Amendment 7:
Covenants:
Ad:
Private Roads: the posted speed limit on association roads shall be 20mph. All Federal, State, and County laws apply within our community and enforceable by Lewis County PD.
Amendment 8:
Covenants:
Ad:
The Cascade Woodlands Landowners Association or any other entity representing the community shall be responsible for maintaining, protecting and defending all common areas, rights, features and access to include gate, roadways, easements, signage, mailboxes and similar indefinitely under all recorded easements and documents.
Amendment 9:
CWLOA Bylaws as of 3-15-2023
Article IV – Meetings
Section 2:
The annual membership meeting shall be held for the election of officers.
Section 3:
Special meetings of the Corporation may be called by the President, a majority of the Board of Directors, or by the owners having twenty five percent (25%) of the votes in the Corporation.
Change to:
Section 2:
The annual membership meeting shall be held for the election of officers or tabulation of ballots for the election of officers in harmony with other sections of the bylaws related to this process. The annual meeting shall also be held for the purpose of a “State of the Union” report by the President or Vice president and shall also require a year end financial report.
Section 3:
Special meetings of the Corporation may be called by the President, a majority of the Board of Directors, or by the owners having fifty percent (50%) of the votes in the Corporation. Any special meeting called by any group or member must stipulate with meeting notice whom shall be conducting or presiding the at or over meeting in advance as well as an agenda with the notice of the meeting being called. Any meeting called must adhere to and be in harmony with all other requirements of the bylaws.
Amendment 10:
CWLOA Bylaws as of 3-15-2023
Article V – Board of Directors
Section 5:
The owners by majority of the voting power in the corporation present, in person, or by written proxy and at which a quorum is present, may remove any member of the Board of Directors with or without cause.
Change to:
Section 5:
The members by majority of the voting power in the corporation present, in person meeting at which a quorum is present, by mail in ballot or electronic ballot may remove any member of the Board of Directors with or without cause so long as all ballot requirements are in harmony with other sections of the bylaws as stipulated.
Amendment 11:
CWLOA Bylaws as of 3-15-2023
The bylaws numbering system (Roman Numeral) on last the bylaws amendment had a formatting error and this shall be corrected only as necessary. All amendments on this ballot reference the proper recorded bylaws sections, and the error shall be corrected to reflect new sections as necessary only. The error shall be approved for correction and made.
Amendment 12:
CWLOA Bylaws as of 3-15-2023
Article V – Board of Directors
Section 3:
The Board of Directors, with the approval of the majority of its members, shall have authority to authorize an expenditure not to exceed $2000.00 for any bona fide or beneficial cause deemed in the best interest of the Corporation. Expenditures in excess of $2000.00 must be presented to the association membership after approval by the majority of the members of the Board.
Change to:
Section 3:
The Board of Directors, with the approval of the majority of its members, shall have authority to authorize an expenditure not to exceed $2000.00 for any bona fide or beneficial cause deemed in the best interest of the Corporation, however the board may not subdivide a project so that each individual piece falls within the stated dollar amount/limit.. Expenditures in excess of $2000.00 must be presented to the association membership after approval by the majority of the members of the Board.
Amendment 13:
CWLOA Bylaws as of 3-15-2023
Article lI – Members
Section 4:
All individual owners or contract purchasers of tracts within the boundaries of the development of Cascade Woodlands including any portion of any subdivision therein, shall be assessed and pay the sum of $300.00 per year effective July 1 2015 to the CASCADE WOODLANDS LANDOWNERS ASSOCIATION, A NON-PROFIT CORPORATION, for a general fund. Said payment shall be due by July 1 of each and every year. Any annual assessment fee not paid on or before July I of any year shall be delinquent. Any member whose annual assessment fee is delinquent shall not be entitled to vote on any matters which may come to the attention of the Corporation until such time as the amount of the delinquent annual assessment fee, together with interest on the same at the rate of 12% per annum, calculated from the due date is paid in full. When the sum of $150,000.00 in unexpended funds has been accumulated in the general fund, the annual assessment shall be waived until such time as the general fund has been depleted to the sum of $100,000.00, at which time the assessment shall become effective again at the July 1, 2015, rate.
Change to:
Section 4:
All individual owners or contract purchasers of tracts within the boundaries of the development of Cascade Woodlands including any portion of any subdivision therein, shall be assessed and pay the sum of $300.00 per year effective July 1 2015 to the CASCADE WOODLANDS LANDOWNERS ASSOCIATION, A NON-PROFIT CORPORATION, for a general fund. Said payment shall be due by July 1 of each and every year. Any annual assessment fee not paid on or before July I of any year shall be delinquent. Any member whose annual assessment fee is delinquent shall not be entitled to vote on any matters which may come to the attention of the Corporation until such time as the amount of the delinquent annual assessment fee, together with interest on the same at the rate of 12% per annum, calculated from the due date is paid in full. When the sum of $150,000.00 in unexpended funds has been accumulated in the general fund, the annual assessment shall be waived until such time as the general fund has been depleted to the sum of $100,000.00, at which time the assessment shall become effective again at the July 1, 2015, rate. Upon restarting payment of dues, the dues shall be attributed to the next fiscal year and business cycle only, no member shall be prevented from voting and all members not previously delinquent on dues payment at time of dues break shall have the right to vote on all matters before the community.
Amendment 14:
Ad:
Article III Officers:
Section 5:
f. The Treasurer shall be required to obtain and continually possess the required and appropriate insurance policies as stipulated by the State of Washington for the protection of the board as well as the community. This policy shall be budgeted and shall remain in effect with the policy binder documents available upon request to any member of the corporation at any time. Failure to meet this requirement shall immediately result in termination of the Treasurer and a replacement shall be installed in harmony with Article V, Section 4, Item d.
Amendment 15:
CWLOA Bylaws as of 3-15-2023
Section 6:
Officers shall be elected by written ballot at the annual meeting of this Association. A majority of the members voting shall be required to elect officers. Such elected officers shall begin their term of office the following July. Such elected officers shall hold office for a one-year term or until their successors have been elected. When a vacancy occurs, the Association at its next meeting shall elect a member to fill such vacancy for the unexpired term.
Change to:
Section 6:
Officers shall be elected by written ballot and be tabulated at the annual meeting of this Association. A majority of the members voting shall be required to elect officers. Such elected officers shall begin their term of office the following July. Such elected officers shall hold office for a one-year term or until their successors have been elected. When a vacancy occurs, the Association at its next meeting shall elect a member to fill such vacancy for the unexpired term.
Amendment 16:
Ad:
Article XIII – Facilities
Section 3:
The board shall obtain and maintain permanently a water proof and appropriately sized notice board (4 standard pages posted in a square format) that shall be made available to all members of the community to post materials or notices that are relevant to the operation of the corporation only to include meeting notices from any eligible member, minutes of meetings, safety notices or any other notice that is not political in nature, discriminatory, inflammatory or otherwise unrelated to the business of the community or corporation. It shall be the responsibility of the board to make any necessary decisions within one week of a request for posting or removal of a notice and the decision process shall be conducted as a special meeting which may be held with limited notice but must be recorded and in harmony with other aspects of meetings in the bylaws.
Amendment 17:
Action to be taken:
The CWLOA board shall implement the transfer of the HOA management to a professional management company to ensure that the management of the community is done properly, fairly and an according the the bylaws?