To Seek Legal Opinion On Riverside Cemetery ElectionIssue Date: February 26, 2014
A majority vote of members present for the annual meeting Peshtigo Riverside Cemetery Association on Monday, Feb. 24 chose Amber Linwood to replace Allen Urbaniak as a member of the Board of Trustees, but whether or not Linwood will be seated remains to be seen.
Some members of the current board, including President Mary Lou Richter, were visibly unhappy with the results and questioned handling of the nominations and election. Finally the board voted unanimously to seek an attorney generals opinion on legality of the evenings proceedings before seating newly elected trustees at their next meeting to be held on Monday, May 12. That meeting will also include a review of the organizations by-laws and rules of order.
There are three trustee positions to be filled, and electors present chose to return incumbents David Zahn and Joel Guay to new three year terms on the board.
Current trustees are Mary Lock, Dave Zahn, Patrick Spangenberg, Randy Ehlers, Lois Anderson, Allen Urbaniak, Sexton Joel Guay, Secretary/Treasurer Don Richter, and his wife, President Mary Lou Richter. Anderson was absent from Mondays meeting and the remaining board members were present.
Normally there has been little public attendance at the Cemetery Associations annual meeting, but this year was an exception. As people kept coming in the meeting was moved from the small room at Drees Community Center to a larger meeting room to accommodate the crowd.
Mary Lou Richter called the Annual Meeting to order.
Don Richter presented a bleak treasurers report, which led him to comment that balances are a long way from years gone by, which means there are a lot of things we cant do.
In the years Ive been involved this is the lowest the checking account has ever been, Treasurer Richter declared. The balance after bills were paid is $6,423.95.
There was talk later of staging a fund raising campaign to replenish working coffers. Perpetual Care money cannot be spent, only the interest it generates. Other income comes from selling and opening graves, and that business has been slow lately, which he said is good news and bad news, as people arent dying, but last years income from sale of graves dropped by $8,000 and income from burials was down $12,000.
The city provides the Cemetery Association with a $45,000 subsidy each year and has an interest in how that money is used.
Treasurer Richter said there had been a lot in the news about the City Councils Volunteer Cemetery Committee. He noted Alderman Mike Behnke was present, and asked if that committee has been disbanded. Richter felt their main concern had been about the way he did his budgets, which made it appear that cemetery workers Joel Guay and John Garon would be making less money than they had the year before. Richter said reducing their incomes was never the purpose, but it looked like less was budgeted because he separated FICA payments from their wages.
Zahn recalled talking last year about getting money from the Veterans Administration allocated for care of veterans graves and asked if that had been done. Richter said they can get the money and he is waiting for Bev Doucette to get back to him.
President Richter attempted to begin elections for trustees by asking Zahn if he was willing to serve another term, which he was. She was going to call for a vote of the trustees, but there was a request from the floor that nominations be opened to others. We just want to reappoint David, Urbaniak said.
Behnke called for a point of order. You have to ask for other nominations, he said, This meeting is the only time we (the Association members) can nominate and vote.
President Richter disagreed. In the past candidates had to send a letter with qualifications. She seemed to feel only the board could nominate and vote.
If you dont ask for other nominations, you cant ever get anyone different on the board, Behnke pointed out. Urbaniak said the by-laws require that only those who either own lots or have a loved one buried in the cemetery are allowed to vote, and asked how the people there would prove their eligibility.
Mary Lou Richter continued to feel only the board members should vote, and there was dispute on how to nominate.
Lock read from the by-laws that trustees are elected at the annual meeting, but if vacancies occur mid-term they are filled by the trustees for the residue of the term only. Up to three trustees are elected each year, and the board can have no less than five nor more than nine members.
Stan Nogalski, from the floor, read Article E of the Rules of Order:
Section 1. Any person owning one or more lots of having deceased relatives buried in Riverside Cemetery is a member of this Association.
Section 2. Vote and Proxy. At all meetings of the members of the association, each member shall be entitled to cast one vote. He or she may vote in person or by proxy appointment made in writing and duly filed with the Secretary, and by him or her entered upon the record of the proceedings of the meeting. The rules also say the president and secretary of the association will act as president and secretary of each meeting of the association unless the meeting shall decide otherwise.
Order of business at Association meetings are to be proof of notice, roll call, reading and disposal of unapproved minutes, annual reports of officers and committees, annual reports of trustees, election of trustees as provided, unfinished business, new business and adjournment.
The by-laws also state that officers of the association are to be elected by the Board of Trustees immediately after the annual meeting for a term of one year and until their successors are elected and qualified, and provide that no members of the Association are eligible to be an officer unless he or she is a member of the Board of Trustees.
President Richter continued to feel that only trustees should vote. Don Richter said they were following the process that had been used for some years.
He was asked if his published notice of the meeting had included the requirement that anyone interested in becoming a trustee must submit a letter of interest and qualifications, and it had not.
There was reference to a letter of interest in becoming a trustee that had previously been submitted and placed on file.
Nogalski asked which trustee terms were up, and was told Zahn, Guay and Urbaniak.
Ive been on this board for quite some time and nobody has ever come to these meetings, commented Spangenberg.
I always come, and it sounds like I should have a vote, said a man in the audience.
Don Richter again questioned where the rules say the Association votes, and Behnke again read from the official rules and by-laws that they do. This is the only time outside people have a chance to vote, Behnke said, meaning outside the Board of Trustees. He suggested someone nominate Zahn, then ask if there were other nominations.
If any of our trustees are voted out, this would be their last meeting as a trustee? asked Don Richter.
Behnke said yes, This is the annual meeting.
Lock wondered if they should open the floor for other nominations for Zahns position, or do all the positions at the same time.
There were questions on how to vote. Behnke said the book says by ballot,or you could do it by show of hands.
Urbaniak again said to vote people would first have to prove they own a lot or have someone buried in the cemetery.
President Richter continued to maintain candidates would need to have written a letter expressing interest and qualifications.
Don Richter said the board meets four or five times a year, to talk about what we can do better.
Finally Behnke moved to accept Zahn as a trustee and cast a unanimous ballot. His motion was seconded, but Urbaniaks opposition continued. He maintained the rules may say Association members can vote, but he argued that they cannot make motions.
A show of hands vote, counted by Don Richter, showed 22 votes for Zahn and none opposed.
Zahn nominated Guay and Lock seconded. Urbaniak continued to object to accepting nominations from the floor. A unanimous ballot was cast for Guay.
Urbaniak and Amber Linwood were nominated, and the show of hands was counted at 17 for Linwood and eight for Urbaniak.
Urbaniak gathered up his papers and prepared to leave the Trustee table, but President Richter objected that he was still vice president. It was pointed out that by the rules the Board should meet to elect officers after the Association meeting adjourned, but there was disagreement from some on the board. Urbaniak sat back down.
After more discussion on how to proceed, and more questions on how the elections were handled, Lock finally suggested, This meeting is recorded. Lets get a legal opinion and find out if this is right. She said if the attorney advises the procedure was correct Linwood could be seated at the next meeting and election of officers could be done then. Her motion to do that was seconded by Spangenberg and unanimously approved.
Lock also asked Richter to have the agenda for the next trustee meeting include a review of the organizations by-laws, with the goal of eliminating conflicts. Asked who would be the attorney, Lock said the city attorney is not obligated to handle legal affairs for the Cemetery Association. Behnke suggested since the association has no money for legal fees, that a letter be sent to the Attorney General. He suggested Lock should write the letter since she had experience at that. Lock agreed that might work. If the voting was not done correctly she said they would need to re-hold the annual meeting. If correct, Linwood will be seated.
This is unprecedented! declared Don Richter.
Linda Nogalski asked how members will know the attorneys response, and Lock suggested it should be published in the paper.
Association members were allowed to vote on the motion to seek a legal opinion, and the count was 28 in favor and one opposed.
There remained questions as to how the board should proceed and Nogalski again read from the by-laws that the board should convene to elect its officers for one year terms. Nogalski again explained that according to the by-laws, the Association votes for the trustees and then the trustees vote for their own officers.
Youre reorganizing because you have new trustees and they have the opportunity to vote, Behnke explained.
Zahn referred to by-laws that state the trustees should elect officers on the second Monday in May, and Behnke said the Annual Meeting was also supposed to be held in May, but since the Annual Meeting was changed to February, it only stands to reason that the reorganization should also be in February.
Copies of the by-laws available to this reporter specify that the Annual Meeting shall be held in January or February of each year.
They also allow by-laws to be amended at any annual, regular or special meeting of the Association call for that purpose, by a two thirds vote of all the members present or represented by proxy, notice of the intended change having been given at a previous meeting, or fully set forth in the notice for the special meeting.
Zahn moved to postpone election of officers until the May meeting and allowing present officers to continue to do their jobs until then. The motion was seconded by Spangenberg and unanimously approved by the board.
Both Locks motion and Zahns were voted on by the board and not the general membership, but the Annual meeting had not yet been adjourned.
Richter said notices of meetings are generally published in the Peshtigo Times, official newspaper for the City of Peshtigo, two weeks before the meetings.
President Richter declared the Annual Meeting closed and called the regular meeting to order. Minutes of the previous meeting were approved, but during the treasurers report Lock recalled at the last meeting they had discussed the merits of the low interest CDs (earning half a percent) versus other safe investments in bonds and mutual funds. That discussion was not in the minutes.
Richter said he had talked with other cemeteries and found that some do invest in mutual funds and other preferred stocks, some earning as much as three and four percent interest. Thats a lot of difference, he said, and suggested there might be an emergency meeting prior to the May meeting to decide how to invest some of the perpetual care money.
Reporting on Sexton needs and concerns, Guay said he had a price of $2,600 to connect new wiring to their shed and make everything par and safe. That led to talk of improving the wiring inside, and then to possible need for a new shed, but the conclusion was that if the shed is touched there will need to be state approved plans and a far more expensive project or projects. Guay felt they dont need a new, larger shed or a bigger, better office. He said the public seldom enters that building, and when grave lots are sold, it is generally done standing right out where the loved one is going to be buried. A new riding lawn mower may be needed before too long.
The board informally agreed not to proceed with tentative plans to sell timber on a wooded 20-acre parcel adjacent to the cemetery itself. It has been determined that a Potters Field cemetery is located there and feeling was cost of locating the graves would make it less profitable to sell the timber.
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