By Mark Foutch, President
Incorporation, Bylaws and Progress
(If the exploratory and organizational meetings of 2001 could be considered “conception” and “birth,” then early in 2002 the Olympia Historical Society was “confirmed” and took its first steps. And suddenly the “toddler” had lots of great ideas. The challenge would be to choose among them and then focus organizational talent and energy to turn them into reality.)
2002: The January 26th Meeting
On January 9, The Olympian ran a notice that “The Olympia Historical Society’s second organizational meeting will be 2 p.m. Jan. 26 at the Thurston County Courthouse…Agenda items include adopting articles of incorporation, electing officers and setting up committees. An additional meeting is planned for 2 p.m. Feb. 23.”
Present were Bob Arnold, Karen Bowen, Drew Crooks, Spencer Daniels, Roger Easton, Edward Echtle, Lynn Erickson, Lois Fenske, Annamary Fitzgerald, Gary Foote, Susan Goff, Beverly Gunstone, Jerry Handfield, Pat Harper, Genevieve Hupe’, Russ Hupe’, E.L. Johnson, F. David Kindle, Anne Kilgannon, Bonnie Marie, Charles Roe, Liza Rognas, Ann Shipley, Randolph Stilson, Rae Verhoff, Lanny Weaver and Tom Zahn.
Temporary Chair Annamary Fitzgerald opened the meeting with an announcement on meeting etiquette: “No one will be allowed to speak for more than 3 minutes before yielding the floor to another member.” Apparently the past meeting’s experience had caused this measure to be felt necessary.
The proposed Articles of Incorporation passed after a few amendments. Article I confirmed the group’s official name as “Olympia Historical Society.” Article II specified that the period of existence of the new corporation was to be “perpetual.” Article III laid out OHS’ “business and purpose,” drawn from the drafts considered at earlier meetings. Article IV gave the group’s location as “Olympia, Washington.” Article V listed Annamary Fitzgerald as the Initial Registered Agent. Article IV listed her address for the record
Article VII specified that the Board of Directors would number not less than three but that the final number, methods of election or appointment, and term of office, would be further specified in the Bylaws. Article VIII said that classes of membership, qualifications, rights, and method of acceptance for each class would also be specified in the Bylaws.
Article IX listed the Incorporators as: President Annamary Fitzgerald; Vice President Rebecca Christie; Secretary Spencer Daniels; Treasurer Shanna Stevenson; Board Member Drew Crooks. Article X directed that, if/when the Corporation were to be dissolved, its assets would be distributed to “another 501(c)(3) or nonprofit groups with similar purposes and objects,” and exempt from U.S. taxes, or to the Federal , State or local government for “a public purpose.” Any assets not so distributed would be disposed of by a Court. And Article XI allowed amendments to the Articles of Incorporation only by a general or special meeting of the membership.
Bob Arnold then moved approval of the draft Bylaws and Lois Fenske seconded. After five amendments were approved, Bob Arnold again moved approval, Drew Crooks seconded, and the Bylaws were adopted:
Article I dealt with membership and dues (not raised until 10 years later). Article II dealt with scheduling of meetings and quorum requirements. Article III established requirements for the Board of Directors, including a minimum number of seven. Article IV laid out duties of Officers and Directors. Article V established committees: Organization, Collections, Publications, Educational Programs and Outreach, Membership, Finance and Fundraising. All committees were to have no fewer than three members and chairs would serve one-year terms. Committees would submit quarterly reports to the Board. And other committees or subcommittees could be appointed by the Board or by a general vote of the members. Article VI dealt with Financial Provisions and Article VII, controlled acceptance of Gifts and Donations and called for a formal collections policy. Article VIII, Ethical Behavior, prohibited conflicts of interest by Directors in employment or contracting with/by the Society during a term of office or 12 months thereafter. Article IX controlled use of the Society’s name and image. Article X prescribed Robert’s Rules of Order for conducting Board general meetings. Article XI was the standard indemnity and hold harmless clause. (There seemed to be no Article XII.) Article XIII made the Bylaws effective upon adoption, except for Article III. Election of Directors by the membership would take place after six months or until the membership numbered 50 persons. Article XIV allowed amendments to the Bylaws only by a vote of the members at a general or special meeting.
The interim officers continued to manage the Society’s business until the conditions in Article XIII were satisfied. Meanwhile the Society continued with initial administrative tasks and began to explore program topics and other heritage-related activities.
The February 23rd Meeting
This meeting recorded lots of follow-up actions by committees. Attending were Bob Arnold, Ralph Blankenship, Rebecca Christie, Marilyn Connon, Drew Crooks, Spencer Daniels, Roger Easton, Edward Echtle, Lois Fenske, Susan Goff, Genevieve Hupe’, Russ Hupe’, Anne Kilgannon, David Kindle, Duane King, E.L.Johnson, Mark Johnson, Bruce Newman, Shanna Stevenson, Lanny Weaver, and Derek Valley.
Treasurer Drew Crooks reported that an account had been opened at South Sound Bank with a $100 deposit.
Organization Committee chair Rebecca Christie reported that the Articles of Incorporation had been filed with the Secretary of State for Washington State.
Also, a Post Office Box had been established and OHS’ official address was now P.O. Box 6064, Olympia, WA 98507.
Finance Committee chair Drew Crooks reported that he and Lois Fenske were working out the details to reimburse those who had advanced funds to organize the Society.
Education, Programs and Outreach Committee chair Drew Crooks reported the committee was looking for programs and speakers. He also stated that the Olympia School District would be celebrating its Sesquicentennial in the 2002-3 school year; Lynn Erickson was on a district committee for that event.
For the Society’s first program, Lanny Weaver suggested Lynn Erickson present her project, “The View From Sylvester’s Window.”
Lois Fenske said that South Puget Sound Community College was celebrating its 40th anniversary in September. Genevieve Hupe’ moved that OHS support the Olympia School District for their Sesquicentenial celebration; Duane King suggested OHS give financial support. Drew Crooks responded that financial support was impractical but that other support would be desirable, so Duane King withdrew his suggestion. Mark Johnson moved that OHS support the OSD effort with suggestions from the Education Committee. Drew Crooks seconded; motion carried.
For more program suggestions Drew Crooks also recommended Lynn Erickson’s “Sylvester’s Window,” OSD make a presentation, also the 75th anniversary of the Capitol Building (Legislative Building). Rebecca Christie asked if OHS could cooperate with State Capitol Museum evens and Derek Valley said yes.
Lois Fenske asked what geographical area of interest was OHS’; Rebecca Christie replied that the bylaws did not limit those to the city limits only.
Other program suggestions: Les Eldridge on maritime history; Ed Echtle for Chinese history; Lisa Rognas’ students from Evergreen; Lois Fenske on SPSCC; Eli Sterling on Heritage Park proposals.
Collections Committee chair Susan Goff had met with Bev Gunstone and Pat Harper. A Mission Statement should be developed and geographical boundaries set for collectios. Example: Lacey Museum had set North Thurston school district boundaries for their area of interest. OHS collection policy can be fine-tuned without changing the bylaws.
Webpage chair Ed Echtle reported that a web presence could be secured for about $100 per year, free of advertisements. Price included an Email address for the officers. He had drafted a covenant for the webmaster to access the OHS bank account to debit the account to pay for the web. The Board would discuss that after the meeting. Anne Kilgannon noted that web access would be a great tool to publicize the Society. Ed Echtle clarified that the cost would be $15 to start and about $9 monthly and that the URL www.olympiahistory.org was available.
Logo committee chair Roger Easton joked that it should be the “Loco Committee” because of all the possible logo options including two of the “oyster” versions, showing the old Capitol and the current Capitol buildings. Bruce Newman suggested the oyster logo would connect with Native American history. Marilyn Connon asked about the Lacey and Tumwater society’s logos. Members agreed “the simpler, the better.” After a suggestion to adopt an interim logo, Drew Crooks moved and Spencer Daniels seconded to approve an oyster logo in concept and have the committee bring back a refined version. The motion carried 13-5.
Rebecca Christie brought up the issue of a contact telephone number for the Society. Ed Echtle said Qwest offered a voice mail service to organizations and he would check into it. Spencer Daniels cautioned that someone must be willing to monitor the voice mail on a regular basis.
Regarding meeting times and locations, Rebecca Christie had polled many members and suggested that for those members who did not wish to drive at night the group continue to meet on Saturdays in the winter and in summer on the first Thursday of the month. She had also researched locations including the Library, Coach House, Women’s Club, Fire Department training room, and The Olympian community room. Duane King suggested Churches and she suggested he pursue that option. Roger Easton would check Puget Power community room and E.L. Johnson, Lincoln School. Mark Johnson noted that the Courthouse was free and OHS had no funds for room rental.
The group agreed to the following schedule: Saturday, March 30 at the Courthouse, then beginning in May, 7 p.m., the first Thursday, location TBA. On Standard Time, Saturday meetings would start at 10 a.m.
Committee Meetings followed:
Finance and Fundraising: Bruce Newman suggested pursuing City of Olympia Neighborhood organizations for members; Rebecca Christie noted they were already on the mailing list.
Membership: Members so far were E.L. Johnson, Spencer Daniels, Marilyn Connon, Lanny Weaver and Rebecca Christie. No chair designated yet. Drew Crooks will give Rebecca a list of people attending meetings but not yet paying dues. Committee will draft a cover letter for President’s signature and send them application forms. Forms to be sent also to City Councilmembers’ inboxes. Will contact neighborhood and homeowners’ associations asking for publicity. Will create a membership brochure (print and electronic versions) to be discussed March 12. Will need facts from other committees to draft brochure language. Asked OHS members for leads for new members.
Education, Program and Outreach: Will follow up on program suggestions. Aim for May or June for the first program. Will report OHS support to School District and plan an interactive OHS booth for Sesquicentennial Family History Day in August.
Collections: Chair, Susan Goff. Members Pat Harper, Genevieve Hupe’, Duane King and Bev Gunstone. Will draft a Mission Statement, proposed geographic area for collections and a collections site or sites for consideration at next meeting. Attendees’ input: Anne Kilgannon asked if collections would be limited to “paper only;” Susan Goff responded that the bylaws allowed other formats. President Christie agreed to forward Articles of Incorporation and Bylaws to members. Bruce Newman suggested a formal portrait of members when the 50 member threshold was reached.
Publications: Members were Lois Fenske, Shanna Stevenson, Anne Kilgannon, Ann Shipley, Roger Easton and Bob Arnold. Lois Fenske reported that the committee will present a draft newsletter at a future meeting. It will include basic information about OHS and also features about Olympia history.
Other Business: Rebecca Christie reported that OHS was applying for the Stormans’ rebate program. David Kindle noted that Albertson’s had a similar program.
The meeting adjourned at 12:10 p.m.
(Some participants at these early meetings report that they seemed tedious, and perhaps they were. But looking at all that was accomplished, and all that was laid out for future action, progress seems remarkable. Since then, some things have changed but much remains the same: The bylaws set the framework for a large, thriving future organization. The dues structure remained unchanged until 2013. OHS still has the same P.O. box, website URL, and bank account. The split 13-5 vote for the ”oyster logo” apparently did not bode well because today’s logo is entirely different. IRS 501(c)(3) status has not been applied for as the group’s income so far has not warranted it. The group still tries to schedule board, general meetings and programs a year ahead but often bumps up against individuals’ personal and professional schedules. Next chapter: Organizational progress, first programs, and more!)