I had the good fortune to recently be in the San Juan mountains of Colorado. It was at the height of the fall color season and the aspens were glorious against the dusting of first snow on the high peaks. The change of seasons made me reflect on the changes ahead for the MRA. As most of you have by now seen, the MRA officer’s committee sent out proposed bylaw and policy changes around our historic use of proxies for Board of Director votes. Although this was discussed at the Flagstaff conference, there were several emails in reply suggesting that the MRA is trying to limit the voting power of the regions or teams. This is simply not true.
The officer’s committee is entrusted to manage the administrative responsibilities of the MRA and bring to the Board of Directors issues and concerns requiring a vote. As a non-profit entity incorporated in the State of Washington we are mandated to abide by the laws of that State.
Washington State passed a new Non-Profit Act effective January 2022. When Kayley Bell (MRA Executive secretary) submitted our annual report for the state in August 2022, Washington state said we must comply with the new act and have our bylaws reviewed. One of the attorneys who was part of writing this act was the person who did our bylaw review. Proxies are not allowed as a means of voting on our Board of Directors.
Go to this link for more details: What You Need to Know About the New Washington Non-profit Corporation Act – Washington State Bar News (wabarnews.org)
There are other changes that the MRA will need to make to be fully compliant but by far the most important was our use of proxies. It was for this reason that the proposed bylaw changes will be voted on in February.
By Washington state law, we can no longer use proxies for our business meetings as we have been doing. The officers are investigating how we can work with Zoom or other electronic conferencing to allow “in person” participation at the business meetings. There are also more specific requirements for how a Board of Directors representative for an individual team is identified. We will do our best to make these adjustments incrementally and with full transparency to the MRA membership. I would ask that the member teams decide early who will be your representative and be prepared to provide a statement in writing identifying that person. That will be for both in-person and any potential online participant at the business meeting.
The MRA may also choose to restructure how we do business as we discussed last Spring but this will require much more work, and time, from the membership to accomplish this. In the meantime, the proposed bylaw change will be a significant step towards legal compliance.
The MRA values the opinions of every member team. Increased participation will be one benefit of proxy elimination. Face to face conversations, even on zoom, accomplish so much more than email or simply letting your region chair make decisions for you. There will be challenges of course. We know the conferences are expensive to attend but we will continue to provide “discretionary” funds back to the regions to help supplement business meeting and conference attendance. Much of our strength as rescuers is our versatility and adaptability to challenges. I have confidence that we can work through these changes and continue to be a strong and resilient organization. Once again, thank you for what you do for your teams, your patients, and for the MRA.
Alison Sheets
President, Mountain Rescue Association