Jan. 13, 2018 — The Civil Enforcement Division of the Oregon Department of Justice (ODOJ) and Oregon Coast Humane Society (OCHS) are in the process of determining how best to conduct a membership election to seat a new board for the organization as quickly as possible.
Elizabeth M. Grant, Senior Assistant Attorney General at the ODOJ office in Portland, said in phone interviews with the Siuslaw News this week that talks were ongoing with OCHS legal representation, members of the OCHS Board of Directors and ODOJ staff.
A letter sent to OCHS’s legal team from Grant’s office dated Oct. 17, 2017, and obtained by the Siuslaw News, stated that, “It has come to the attention of this office that Oregon Coast Humane Society (OCHS) is experiencing conflict related to its governance, including disputes concerning the voting rights of members. ...
“The Department is requesting that OCHS provide certain documents and information to the Department that may be relevant to its governance, membership issues and assets.”
On Thursday, Grant said the ongoing talks with the Florence nonprofit were amicable in tone and representatives from OCHS had been cooperative to this point in the inquiry.
“We asked the OCHS Board, at a meeting in mid-December, to prepare a plan for membership elections to elect a new board of directors. We also asked that OCHS get the plan to us by Feb. 15,” Grant said.
The ODOJ’s main area of interest, as expressed in the six-page assessment sent to OCHS, has to do with the validity of recent board appointments and the legitimacy of its sitting directors.
ODOJ also expressed concern about the confusion and tensions surrounding membership meetings.
The department made it clear that it believes the applicable Oregon statutes require membership meetings and open membership elections.
Grant’s October letter to the OCHS legal team was clear, citing the membership requirements of ORS 65.001(28)(a).
“If an organization is incorporated as a membership organization, and the articles and bylaws do not set forth membership voting procedures for the election of directors, the statutory default provisions of ORS 65.311 apply. That provision provides that members have the right to elect directors at the annual membership meeting.”
Grant was unable to share the exact nature or contents of the documents provided to the ODOJ by the shelter’s board in response to their request, but was willing to characterize the interaction as “positive.”
In addition, while OCHS did not provide all the documents requested, it did provide enough of the material to adequately evaluate the situation, Grant said.
She then went on to say the department had reviewed the records OCHS had submitted and concluded a membership election was appropriate and necessary to address the department’s concerns.
“We believe that many of the issues that are of concern to us could best be addressed with a membership vote,” Grant stated.
In response to repeated requests for comment, a letter from the OCHS Board of Directors was sent to the Siuslaw News on Friday morning following discussions with the ODOJ earlier that day.
The letter is addressed to Oregon Coast Humane Society Members and seeks to update the organization’s membership on the most recent developments in the inquiry by the ODOJ (see page A2).
“A group of members brought to the attention of the current board their concerns that members have a right to elect the Board of Directors,” the letter said. “In practice, the Board of Directors was not elected by members for many years. ... The Department of Justice determined that the Oregon Coast Humane Society was established as a membership organization. Therefore, its members have a right to elect the Board of Directors.”
The letter continues, detailing the board’s perspective on the efforts to clarify the many unsettled circumstances surrounding the OCHS board and its sitting directors.
Siuslaw News contacted Grant after the receipt of Friday’s letter to the OCHS membership.
While she could not comment on the specifics of the conversations between the ODOJ and OCHS, Grant was optimistic about the eventual outcome of the situation.
As the OCHS board develops a plan to transition toward an elected board, it will postpone any monthly meetings until a plan is approved by the Department of Justice, with a tentative submission deadline of Feb. 15.
In its letter, the OCHS board thanked members for their “patience and continued support in [the shelter’s] mission to rescue, care for and find responsible, loving, permanent homes for homeless and at-risk dogs and cats.”
“I feel the letter the OCHS has drafted speaks for itself and clarifies their position in regard to these matters,” Grant said. “I’d say we have very high hopes for a positive resolution to this situation.”