3-18-2024
To our Valued Members,
With the Board of Directors Workshop meeting scheduled tomorrow, Tuesday, March 19th at 6:00 p.m., we are eager to reconvene and reconnect with our friends and neighbors. To ensure a positive trajectory for our members, the Board of Directors met numerous times, outside of the traditional public sector, to discuss, deliberate and decide how best to move forward over the course of this past year.
As the winter season progressed, transitions within the Board of Directors began to occur with Director Bitter’s resignation on November 19, 2023. Having received Director Bitter’s resignation within the fifth month of a thirty-six-month term, the Board reconvened on December 6, 2023 to discuss the path forward and their authority to appoint a Director, due to the vacancy, as per Article VIII, Section 4, paragraph 1 of our By-Laws. All Board Members were in agreement in asking for legal clarification of our By-Laws, Article VIII, Section 4 as it pertained to an appointed Director’s length of term. With an exception outlined in Chapter 17-19-805 (c) of the Wyoming Nonprofit Corporation Act (NPCA) which highlights, ”Except as provided in the articles or bylaws:,” our alternate wording in Article VIII, Section 4, paragraph 1 of the By-Laws “…at an Annual meeting of Members…,” supersedes without contradiction to Chapter 17-19- 805 (c) (i) of the Wyoming NPCA.
Based on the above wording, our counsel concurred that the current Directors had the authority to appoint Director Bitter’s replacement for the remainder of the thirty-six-month term. On December 7, 2023 notice of the candidate application process was sent to our membership with interviews taking place on January 12, 2024. By majority vote, Mike Perretta, was elected to fill the vacancy for the remainder of the term.
The Board of Directors acknowledges that the vote called for Director Dickerson’s removal on January 19, 2024, was improperly initiated as the Wyoming NPCA does not provide a superseding caveat to Chapter 17-19-808. Although we are still striving for an amicable resolution, both the Association and Director Dickerson’s legal counsel are in agreement that Director Dickerson remains on the Board of Directors and the appointment of George Toolson in his stead, is thus null and void. We regret that our lack of clarity lead to a state of confusion for our membership. As such, the Board, with Director Dickerson, have reconvened to review our current 2001 version of the By- Laws. With the assistance of legal counsel, we will ensure our By-Laws correlate to the 2021 version of the Wyoming NPCA.
In closing, we regretfully must inform you an anonymous person or persons has obtained your private email addresses and has initiated, from several Gmails, their personal interpretation of transpired events and offering a tutelage on “running as a candidate for the upcoming election.”
Star Valley Ranch Association does not condone the solicitation and use of private emails to spread propaganda.
To have concerns or reservations regarding the operational structure or decisions of the Association is absolutely understandable. It means you care deeply for your community. In that, we are aligned. However, we encourage those who sent the emails to engage in a candid conversation and bring forth your concerns so that we may process the needs of the community, together. Anonymous emails will only precipitate more discord due to a lack of knowledge being spread. On the contrary, standing side by side; we will strengthen our development not our divisiveness.
Yours sincerely,
The Board of Directors