Thank you,
Bob

Thanks,

Hal Goodell

Below you will find the public input and the FICRA Bylaws Committee responses to the proposed amendment to the Bylaws.

Below you will find the public input and the FICRA Bylaws Committee responses to the proposed amendment to the Bylaws.

Article III

ADDRESSES

Public input:
The Fox Island Nature Center has its own address: 716 9th Avenue.

Bylaws Committee Response: The address you have provided will be recommended to the Board for incorporation into the amendment.

Article IV

MEMBERSHIP

“Voting members shall consist of those persons residing on, or owning property on, Fox Island who have paid their membership dues for the current year.
There will be one vote per household unless there are two persons owning the property which permits two votes per household for the single dues
payment. There will be no voting by proxy.”

Public input:
What proof will be required that there are ‘two persons owning the property’? Must they bring in a tax statement, or some other legal document to
provide proof? Perhaps allowing ‘one vote per voting member’ would be simpler to enforce.

Bylaws Committee Response:
The amendment words reflect what has been observed as past practice. In some cases both husband and wife, for example, have been recorded as
voting.

Public input:
This gets even more complex if you consider a group of out-of-town investors who hold interest in a large sub-division. Do each of the investors get a
vote, because one of them paid their $25 dues?

Public input:
If two or more owners are involved with a single parcel, then two or more separate dues should be paid to allow for two votes.

Bylaws Committee Response:
The Bylaws Committee believes your suggestion could be perceived as squeezing another $25 out of a Fox Island household. The amendment
prescribes membership criteria the same as the original Bylaws/Constitution except for the two votes per household point. The Bylaws Committee has
not considered any further restrictions that would address your out-of-town investors’ example. The Committee considers that to be
an unlikely situation and the term ‘household’ leaves room for FICRA to control such an eventuality.

Article VIII

FINANCE & BUDGET
(Voting Rights of Members)

“The change in membership dues shall be approved by a simple majority of voting members present at a Regular Board meeting…”

Public input:
This clause provides for voting privileges for ‘voting members’ at meetings other than the Annual Meeting in March. This ability for ‘voting
members’ to vote on issues at Regular monthly Board meetings is not discussed anywhere else in the By-Laws, and should be clarified. If voting members
cannot vote at the monthly Board meetings, it should say so in the ByLaws.

Bylaws Committee Response:
There are no changes from the current Bylaws/Constitution regarding who votes at regular Board meetings. As described in Article VIII, for
example, when a vote of the membership is to be called, the meeting at which such a vote will be taken will be noticed as described in RCW
24.03.080. The monthly Board meetings are Board meetings at which the Boards conducts business and votes as a board. Those meetings are open to
the public under the amendment just as they are in the current Bylaws/Constitution.

Article V

BOARD OF DIRECTORS

“Any Board member who misses three consecutive meetings requiring their presence without being excused by a unanimous approval of the remainder of the Board shall be removed from office by a simple majority vote of the
remaining Board members.

Public input:
The ‘officer removal’ clause is unfair. It requires unanimous approval of the 7 member Board of Directors to excuse someone from a meeting, yet a
simple majority can remove them from office. What if all 7 members were not available to grant approval? This makes is easier to kick someone off the
board than to excuse them to attend a School Conference in lieu of the FICRA Board meeting. This should be amended to allow the President or his
designee to grant the excused absence.

Bylaws Committee Response:
The Committee agrees with your point that removal of a Board member should require a higher hurdle than excusing absences. The Committee will
recommend to the Board that the removal require a majority vote of the occupied Board member positions and excusing require a majority vote of the
Board members present when the vote was taken.

Public input:
Also, the requirement for all Board members to attend at least 1 or more FICRA events in a calendar year has been removed. This was meant to
encourage Board members to make public appearances on behalf of the organization, and to ensure they remain engaged in the activities of FICRA while
sitting on the Board.

Bylaws Committee Response:
The Bylaws Committee was unable to understand that provision in the current Bylaws/Constitution nor was it able to determine what a “sponsored
activity” was and, therefore, felt this was impractical to enforce. Though it is desirable to have Board members attend FICRA functions, the
Committee believes the most important requirement is for each Board member to perform his or her duties as a director. With the establishment of
the several committees that have managed the many functions we currently successfully enjoy, the load is shared and the result is much improved
volunteer participation in FICRA.

Article VII

ELECTIONS

“Directors shall be elected to a two-year term. Officers shall be elected to a one-year term. The Audit Committee shall be elected for a one-year term.
Directors and officers may be re-elected to the same position for two consecutive terms only.”

Public input:
The “same position” term limits clause allows a loophole for officers to trade positions over a two or more year long period, and remain on the
Board. For example, the President and Vice President could switch places after two years, and continue for another two years, for a total of 4 years
in office. If limiting a particular person’s time on the Board is the objective, then this does not work.

Bylaws Committee Response:
The term limits provision does limit one person from being in the same officer position for more than two consecutive terms. However, the
provision then allows for that person to subsequently occupy other positions on the Board. The Committee believes that this actually helps achieve
continuity of the Board from one election to the next – an issue that has proven to be important. It also makes for more sharing of the load among
Board members which is intended to help them remain for more than a single term. Limiting a person’s time on the Board is not the objective.

Article VII

ELECTIONS

“Nominations for Director and Officer positions shall also be accepted from the floor by voting members at the Annual Meeting (March meeting). If a
person is nominated from the floor, that person shall be introduced by the Nominating Committee and shall have three (3) minutes to state his or her
interest and qualifications.”

Public input:
Giving only 3 minutes to someone nominated from the floor, compared to a nominee selected by the Nominating Committee (who has had their statements
distributed to the membership well in advance of the election) is unfair. If campaigning by a committee nominee takes place over the month leading up
to the election, then the committee’s nominee would have an unfair advantage, overcome only by a mere 3 minutes of speaking time at the election
meeting.

Public input:
A minimum of 5, or perhaps 10 minutes would be more appropriate for the nominee to state their interest and qualifications.

Bylaws Committee Response:
It is unlikely that a person nominated from the floor will be surprised by that nomination. If they are truly interested in participating, they
should throw their hat in the ring ahead of the election. In that way they have an opportunity to make a deliberate and thorough statement and the
voters also have the opportunity to consider the merits of that person’s candidacy. The intent is to keep the meeting from dragging on and
becoming a campaign event which is likely to discourage voters from staying around to vote. The Board should provide equal time for all nominees
to address the voters at the meeting.

Article IX

MEETINGS

“The Board shall have discretion in managing the time of presentations, requirements for placing an item on the agenda, and any other functions that
impact the length of a meeting.”

Public input:
Limiting the amount of time for input from members at a meeting has not been evenly controlled in the past, and there are no specific boundaries for
doing so in the future. It appears that the Board has discretion to pick & choose who gets to speak longer than others during a meeting, and that
could be construed to give an unfair advantage to some speakers.

Bylaws Committee Response:
In the past, meetings have dragged on to the point where attendees have left before the meeting was through its agenda. When it becomes apparent
that points are being repeated and the basic message has been delivered, the Board should terminate the discussion and move on. There are other
means, FICRA.ORG for example, where interested parties can post comments to be heard. The amendment does not state “pick and choose who gets to
speak”. It addresses the responsibility of the Board to manage the meeting for the benefit of all.

Public input:
Also, “Special Board meetings” apparently do not require advance notice to the membership.

Bylaws Committee Response:

Under RCW 24.03.120 the Board can call special meetings with notification being limited to the Board members. The Board cannot take a vote on
business there. All votes on the business of FICRA must be done at a meeting that is open to the public.