Dear Member: Your Orcas Center Board has been hard at work this year. The several matters which follow reflect that effort. As usual, you are called upon to vote for new Trustees and for members from the community who will assist with the nominating function for new Trustees. This year, we are proposing a set of revisions to the Orcas Center Bylaws which are detailed below. The proposed revisions to the Bylaws seek to preserve the values of the founding Members, while streamlining our Board operations. By creating a more flexible, responsive Board structure, we will more easily adapt best practices to our circumstances and hence better serve you, our valued Members. The major provisions of the revision, which we will ask that you approve, are as follows: 1. The Orcas Center financial year will change from the calendar year, January 1 – December 31, to a fiscal year, September 1 – August 31. This change is designed to more closely align our budget cycle with the patterns of our cash flow, permitting us greater clarity in developing our performance schedule for each year. The Membership year, Annual Membership Meeting, and Election cycle all remain the same. 2. The Committee structure of Article 10 has been revised to accord with best practices among non-profits, by replacing the existing structure with four standing Committees, outlined below. These replacement committees more accurately apportion the required functions and provide greater accountability to the Board. The Committee duties stated below and the associated procedures necessary to implement them are more fully set out in the new Policy and Procedure Manual which will be posted online and are available in hardcopy at the Center. Under this Bylaw revision, each Committee is assisted by a member of the Center staff, and each Committee is required to include no less than three Trustees and, except for the Executive Committee, is required to include at least an equal number non-Trustee Members of the Center. The Governance Committee, as outlined below, will include at least three Trustees but the majorities of the Committee members are to be non-Trustees from and confirmed by the Center Membership. The standing Committees are: a. Governance, which concerns itself with all matters relating to Board operations, such as nominating, electing, and training new Trustees; revision, implementation, and enforcement of the Bylaws; and the creation, maintenance, and revision of the operational policies and procedures of the Center. The Governance Committee will be composed of at least three members from the Board of Trustees as well as a greater number of Members of the community at large than the number of Trustees on the Committee. In addition to maintaining the Bylaws and operational policies and procedures, the Committee will take on the functions of the Nominating Committee as it exists under the current Bylaws. This change is necessitated by the current requirement that the Nominating Committee consist of nine members of the community. In actual operation, the Nominating Committee has not been able to attain the personnel strength set out in the Bylaws. Your Board consensus is that a smaller number is not only more feasible, but is also more manageable in practice and will result in a more efficient and effective nomination process. The revision preserves the rights of the Membership to nominate Trustee candidates by petition. b. Internal Affairs, which replaces the Finance Committee, concerns itself with all matters internal to the operations of the Center, including finances, selection and evaluation of personnel, budgeting, 990 review, and development, implementation and oversight of the strategic plan. The Treasurer is a required member of the Committee. c. External Affairs, which concerns itself with all matters external to the Center such as fundraising and development, public relations, and Center marketing. d. Executive, which is essentially unchanged from the current Bylaws provisions. The provisions for creation of additional committees are preserved, including the Community Reaction Group, Visual Arts Committee, and other ad hoc Committees as determined by the Board. 3. Several provisions of the Bylaws which are procedural will be moved to a Center Policy and Procedure Manual, which will contain all such procedural matters now existing or to be created. The primary procedural matters which are moved by this revision relate to Article V, Meetings of Members; Article VII, Nominations, Elections, and Voting; and Article VIII, Conflict of Interest. In each instance, the existing language of the current Bylaw would be moved nearly intact to the Policy and Procedure Manual, while the Bylaws provisions would continue to codify Board obligations and Member rights. In addition, the Bylaw revision includes a requirement that the entire Policy and Procedure Manual be available to any Member in hard copy at the Center offices or online through the Center website. 4. One change bearing special mention is a provision intended to clarify the appointment of a replacement for a Trustee who departs the Board at a time other than the expiration of the Trustee’s term. Under current practice, a replacement Trustee assumes the remaining term of the departed Trustee and can then stand for one additional elected term of three years. We have found that this provision reduces the amount of time that some Trustees are able to serve to significantly less than the six year maximum allowed by the Bylaws. The proposed change would require that any appointed replacement Trustee stand for election at the next annual meeting following appointment. If the new Trustee is confirmed by the Membership, the former Trustee’s term would end and the newly elected Trustee would then begin a new full term with the possibility of reelection for one additional term. The purpose of the change is to allow highly qualified Board members to serve up to the entire six year maximum permitted by the Bylaws. 5. This year, two interim appointments were made to the Board of Trustees: Linda Hulley and Tom Fiscus. Both are considered highly qualified by the Board and appear on the election ballot. If the revised Bylaws are adopted, they will commence new full terms following the Annual Meeting. In addition, three other new Trustee candidates are nominated to join the Board for full three year terms: Rick Markov, Ben Floyd and Paula Capitano. A short biography for each Trustee candidate is attached to the ballot. 6. To fulfill the nominating function of the Board, four members of the community were recruited to assist us: Doug Bechtel, Diane Berreth, Velma Doty, and Steve Henigson. All four have extensive knowledge of our community, non-profit organizations, Board structures, and the skill sets required for an effective Trustee. These Members are submitted with our highest recommendation to the Membership for confirmation as members of the new Governance Committee. A short biography for each is attached to the ballot. All Members are strongly encouraged to read the proposed Bylaw revisions on the Center’s website, and to identify any questions regarding those provisions. Your submitted questions will be referred to the appropriate Committee or Board member and an answer provided in time to allow submission of your ballot prior to or at the Annual Meeting. Questions by more than one member seeking similar information will be addressed in a Frequently Asked Questions segment of the Website, to which the members will be directed. We hope you will join us for the Annual Meeting to be held this year on Sunday, March 8 from 4:30-5:30 pm at Orcas Center, immediately prior to our annual Volunteer Thank You Dinner and award ceremony. With all best wishes, Theron Soderlund President and Board Chair