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<font face="Times New Roman, Times, serif">Please carefully read the
attached WA Court of Appeals, Div. I, opinion. Though
"unpublished," it provides a template for hostile dissidents to
takeover a membership-based nonprofit corporation by secretly
collecting member applications and dues, then, </font><font
face="Times New Roman, Times, serif"><font face="Times New Roman,
Times, serif">on the day that the dissidents deposit the dues
(without authority) in the corporate bank account,</font>
sending a 10-day notice for a membership meeting . At that
meeting, the "new members" remove the incumbent directors. The
corporate directors and officers were unaware of the "new members"
until the meeting occurred. Our state supreme court appears close
to adopting a rule that will permit citation to "unpublished"
opinions such as this one.<br>
<br>
My fear is that this case will be used disrupt the governance of
too many nonprofit corporations.<br>
<br>
The Court of Appeals declined to apply the well-established
doctrine that courts refrain from interfering in the internal
affairs of such associations and defer to the association's own
interpretation of its rules unless that interpretation is
arbitrary or unreasonable, by asserting that such doctrine applied
only to local chapters of national organizations. Case law is
otherwise, however.<br>
<br>
When I read this opinion, I emailed one of the lawyers for the
losing parties and urged them to petition for state supreme court
review. I hear nothing back until last Thurday, when Ms. Matthews
phoned me. I spoke Friday with her and her NYC lawyer husband,
Mr. Nelson, who reported that the COA denied their motion for
reconsideration on May 2, so the deadline for a petition for
review is June 2. They are, however, "tapped out" and I sense
some despair.<br>
<br>
I'm within minutes of departing on a family trip this week, so I'm
not available to assist.<br>
<br>
I write in the hope that other lawyers interested in maintaining
strong nonprofit corporations will consider helping Ms. Matthews
and Mr. Happy to petition for review. That will allow time for
them to negotiate with the prevailing group, and possible reach a
settlement whereby they might ask Division I to withdraw its
opinion. I've seen that is another case.<br>
<br>
Nelson Happy: <a class="moz-txt-link-abbreviated" href="mailto:jnelsonhappy@gmail.com">jnelsonhappy@gmail.com</a><br>
Mary Matthews: <a class="moz-txt-link-abbreviated" href="mailto:matthewshistpres@gmail.com">matthewshistpres@gmail.com</a><br>
<br>
Doug Schafer, lawyer in Tacoma.<br>
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