Amber Lynwood Seated On Riverside Cemetery BoardIssue Date: May 22, 2014
At the Annual meeting of Riverside Cemetery Association on Monday, Feb. 24, Amber Lynwood was elected by 17 to eight vote to replace Allan Urbaniak as a member of the Associations Board of Trustees. Halfway through a long quarterly board meeting on Monday, May 19 she was finally allowed to take the seat to which she had been elected.
Board President Mary Lou Richter had objected to the election process at the Annual Meeting, before and after Lynwood was elected. She insisted persons wishing to serve on the board had to submit letters of interest in advance, and argued that only board members should vote. Alderman Mike Behnke and others quoted wording to the contrary from the organizations by-laws, but President Richter disagreed, as did her husband Don Richter, who serves on the board as secretary/treasurer. Urbaniak had been vice president of the board.
The City of Peshtigo has a stake in governance of the cemetery since it provides a $45,000 a year allocation to help maintain it.
Eventually the Annual Meeting vote was 28 to 1 in favor of seeking a legal opinion on the issue, and Board Member David Zahn was commissioned to get that opinion.
There also was agreement that the corporations articles and by-laws need to be gone over thoroughly and brought up to date.
What about me? Lynwood asked when Richter called roll for the May 19 board meeting.
Youre not a member yet, President Richter told her. As I recall, we tabled that election. Dave was to get a report, and he will report later in the meeting.
Lynwood asked the board to move that report and the decision closer to the start of the agenda so she could participate in the meeting, but President Richter declined. Roll call showed members Don and Mary Lou Richter, Zahn, Pat Spangenberg, Randy Ehlers and Mary Lock, who is also a city alderman, were present. Urbaniak arrived nearly an hour later. Lois Anderson was absent. There were about 10 persons present in addition to board members, including Behnke and Mayor Cathi Malke.
Minutes of the February meeting were distributed. They included only the Board of Directors portion and not the Annual Meeting proceedings. Clerk Richter said the Annual Meeting minutes will be presented and approved at next years Annual Meeting.
A whole year? Thats ridiculous! declared Mayor Malke. Thats lots of time to forget!
In accord with the annual meeting instructions, Zahn had obtained a written legal opinion. He said he had approached the Attorney General and was referred to the District Attorney, who told him the proper authority would be the city attorney. He had just received a written opinion from City Attorney Dave Spangenberg.
Don Richter expressed amazement. He said Spangenberg never returned calls he placed to him.
Zahn distributed copies of Spangenbergs response to him. Spangenberg said he had copies of Zahns letter to District Attorney Allen Brey on April 14, 2014, and his response to Zahn a month later, in which Zahn was directed to pose his questions to Spangenberg as City Attorney.
The questions and answers were:
1. Do the Peshtigo Riverside Cemetery By-laws, as written and published online, allow for nominations by members of the Association to the position of Trustee?
Spangenberg referred to the by-laws and state statutes and wrote,Therefore, it is my opinion that nomination by members of the Association (Trustees are also members) is not only allowable but is required under the by-laws and the law.
2. If there was an amendment to the by-laws which has never been published or distributed to Association members which changed the nomination procedure, is it valid?
Spangenbergs reply stated any amendment must have followed the provisions to be valid and lack of publication and minutes to support the amendment only suggest that such an amendment may not exist.
3. If there was a resolution passed instead of an amendment, would the election of February 2014 be valid?
Response was that ...by-laws supersede and take precedence over any resolution... By-laws are rules of the Association that must be followed. A resolution to change the by-laws would not take effect until they were amended by the Annual Meeting. Therefore, Spangenberg wrote, provided the procedure was followed pursuant to the existing by-laws at your meeting of February 14, 2014, the election would be valid.
4. Can officers of the Association be related by blood?
Answer was that current by-laws do not prohibit the election of officers who are related by blood. If this is a concern for the association, the trustees may appoint other officers or the by-laws could be amended accordingly to address the concerns.
President Richter continued to object to electing board members without the letter of interest. She said she has every letter on file.
Zahn commented one action was a resolution, and by-laws take precedence. He said the by-laws were never changed to require the letters of interest, and in the attorneys opinion, what took place at the February meeting was valid.
President Richter complained that the by-laws are out of date, a subject that resurfaced throughout the meeting. Malke noted the book had been redone in 1999 and the 1997 resolution President Richter mentioned was passed but apparently the by-laws were not changed.
Clerk/Treasurer Richter said he would like the board to get together in closed session to discuss by-law changes, and that suggestion drew some objections from the 10 members of the audience, particularly the press. He conceded that could be in open session, but wondered if they should go through minutes of all annual meetings since the Associations start.
Clerk/Treasurer Richter asked who had paid Attorney Spangenberg, and was told he is city attorney, but probably if Richter wanted to pay for it he wouldnt refuse.
Behnke pointed out the city holds an interest in the cemetery because of the funding, and suggested Spangenberg had done the opinion free of charge because he has relatives buried at the cemetery.
Richter asked the board if they wanted to accept Spangenbergs opinion, even though he is not our attorney?
Youve been saying money is tight, but now that you dont like the answers, you want to hire an attorney! Malke declared. You have a free opinion, and now you want to hire another lawyer?
Behnke too objected to that idea.
I agree with Mike, Director Spangenberg declared. And I agree with Dave Spangenberg...hes a capable lawyer. We have a legal opinion!
Im just amazed you got through to David to get that opinion, Richter declared. He then noticed Behnke was recording proceedings, and asked if he had obtained permission before starting the recorder. Behnke asked, if Richter wanted technicalities, where he had published the evenings agenda. There had been a notice of meeting published but it included no agenda printed or posted.
Later Behnke provided a summary of the Open Meetings law which states citizens have a right to attend and observe meetings of Wisconsin governmental bodies that are held in open session, and that they have the right to tape or videotape the meetings as long as doing so does not disrupt the meeting.
Urbaniak said if they were going to comply strictly with the existing by-laws, ...we have to vote today...this is the second Monday in May. The by-laws at one point did require annual meetings to be held on the second Monday of May, but it appears that was changed.
Zahn moved to reaffirm the actions of the Annual Meeting held on February 14, 2014, and received a second from Joel Guay. Mary Lock suggested the motion should include, and install Amber Lynwood. Guay and Zahn agreed.
Before the vote, President Richter asked Lynwood what relatives she has buried in the cemetery, and Lynwood named several, including Anna Skowlund and Ruth Olsen and more.
Vote in favor of seating her then passed five to three, with Zahn, Guay, Lock, Ehlers and Spangenberg in favor and the two Richters and Urbaniak opposed. Urbaniak remained seated at the table and the meeting went on.
Talk continued on the need to either revise the by-laws or rewrite them entirely. Change requires approval by two thirds of the Association members present for the Annual Meeting, not two thirds of the directors.
I think we should move forward and seat Amber, since the vote at the annual meeting was done under present by-laws, Lock finally suggested.
There was agreement, and Urbaniak then left the board table and Lynwood moved up to it. Before he left, members of the board and the audience expressed thanks to Urbaniak for his years of service on the board.
Election of new board officers came just before the meeting adjourned.
There was a question from the floor as to how much officers are paid for their services. The Clerk/Treasurer is paid $340 per month, and everyone else on the board serves without pay. President Richter pointed out her husband has received no raise since he took on the job some years ago, and from his $340 per month stipend he buys his own paper, printer and ink and spends six to eight hours a week on the job.
Lock proposed a slate of officer candidates that listed Mary Lou Richter for President, Don Richter for Clerk/Treasurer and Zahn for Vice President. There were no other nominations and vote in favor was unanimous.
Just prior to that vote, the board unanimously supported a motion by Zahn that they will use the existing by-laws as the basis for next years annual meeting. In the meantime there is to be discussion on changes or amendments to the by-laws, and if changes are made that will be done at the 2015 annual meeting. It was noted that over the years directors had hand written entries to the by-laws, but there is no record of those changes being adopted at annual meetings.
Early in the meeting Zahn had asked Clerk/Treasurer Richter to prepare regular reports for board meetings listing money that had come in and money that been spent. He said it should not be difficult. Richter asked if he wanted a report as it related to the budget, and Zahn agreed that would be fine if he wanted to add that, but what he wants are regular reports on actual income and outgo.
A state auditor had advised the board that perpetual care fees must equal 15 percent of the lot price. The board agreed after a bit of discussion to leave the grave cost as is, at $700 for residents and $800 for nonresidents, and compute the 15 percent for perpetual care.
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