Annual Meeting, January 2015

Notice of the Innis Arden Club, Inc. Annual Meeting
Wednesday, January 21, 2015

At the Innis Arden Clubhouse

4:30 p.m. sign-in for proxy holders
6:00 p.m. coffee hour and sign-in for Shareholders
7:00 p.m. meeting (after quorum has been established)

During the Annual Meeting, elections will be held to:

1) Fill two director positions for 3-year terms.

    Fill one director position for a 2-year term (the appointment for Clubhouse chair will expire).

2) Ratify the election of the Activities Committee Chairperson to the Board for a one-year term.

3) Approve the 2015 budget.

4) Approve annual dues of $748.00.

5) Approve changing the corporate status of Innis Arden Club, Inc., to a non-profit.

6) Provide direction to the Board regarding the raising of dues by no more than $300 to pay for a private security patrol (advisory ballot)

There are several ways that you can vote:

1) IN PERSON: During the Annual Meeting, submit ballot after signing in and nominations are taken from the floor. A ballot will be provided at the meeting.

2) By Proxy:  You may choose to have another person vote on your behalf. A proxy ballot is enclosed. Indicate your Innis Arden subdivision, block, lot (as reflected on your address label), proxy holder, and sign the ballot. Optionally, you may vote on ballot issues. Give your completed proxy to your proxy holder to bring to the annual meeting.

Or, you may designate the Innis Arden Board of Directors to vote on your behalf. Again, you may vote on ballot issues. Mail your completed proxy to:

Innis Arden Club, Inc.
P.O. Box 60038
Richmond Beach, WA 98160

 3) EMAIL: Shareholders for whom we have email addresses will be emailed a ballot (and instructions) after the first of the year. If you aren’t already on the distribution list but wish to be, email

Note:  If you cannot attend the meeting, please vote by proxy or email to help establish a quorum.

(We cannot start the meeting until a quorum of 270 is established. Previously, the meeting has been delayed or rescheduled as volunteers called neighbors and scrambled for their proxy vote to establish a quorum)

Meeting Day–Sign-in and Pre-Meeting Dessert:

All are invited to coffee and dessert sponsored by the Activities Committee, starting at 6 PM in the Clubhouse.

 1) If you are voting IN PERSON, sign-in will be between 6-7 PM. Also, please have handy your Innis Arden subdivision, block and lot number (see the upper left corner of your address label) as this helps the tellers sign you in.

2) If you are a PROXY holder, sign-in will be between 4:30-6 PM as a large number of proxy votes are anticipated and need to be processed in a timely manner. Between 6-7 PM, people voting in person will have priority over proxy holders.

3) Ballots will not be cast until after the meeting begins and a quorum (270 voters in person or by proxy) has been established.

Meeting Agenda

  • Approve the minutes from the January 15, 2014 Annual Meeting.
  • Take nominations from the floor
  • Candidates’ presentations followed by a question and answer period
  • Discussion of other ballot issues
  • Voting and the collection of ballots
  • Committee Reports:Treasurer:Activities:Clubhouse:Reserves:Grounds:Remodels:
  • Community Comments
  • Announce Election Results
  • Adjourn

Jamie Holter Candidate Statement

My family and I have lived in Innis Arden for three and a half years and enjoy the friendly neighbors, the pool, the reserves, the kid-friendly environment and many clubhouse activities. We’ve also noticed many new, younger families and are excited about the opportunities to bring new residents into decisions about the future of our community.

As last year’s elections show, it is getting increasingly difficult to get residents involved. We are all busy, many times too busy, to get meaningfully engaged in the community and the board that drives so many important decisions. As a professional communications/marketing executive for private industry and government, I will build communications tools that make involvement easier, simpler and help inform the Board as they make critical decisions. I will help our community discover, navigate and use community connection tools like “Next Door Innis Arden” and our Facebook page to share information, get information and make useful connections and become a more cohesive neighborhood.

Innis Arden is more than a collection of homes with rules, it’s a community with varied priorities that can be accommodated if the community is more engaged and inspired.  I look forward to moving these ideas forward as a board member in 2015.

Shall the corporate status of Innis Arden Club, Inc., be changed to a non-profit?

In May of 1950, the Innis Arden Club, Inc. filed its Articles of Incorporation with the State of Washington.

At that time, Innis Arden was structured as a ‘for profit’ corporation. Despite this status, the club has always, in fact, operated as a non-profit corporation, like other HOAs.  Our for-profit status is an historical anomaly.  Even though it does not provide any advantages, until now, it did not seem to be worth the trouble to amend it.

Now we need to convert to a nonprofit corporation for less costly Directors’ and Officers’ liability insurance coverage.  The Club had been paying approximately $3,000 in premiums for many years based upon the insurers’ mistaken belief that the Club was a nonprofit corporation.  Once the insurers learned of the for profit status, all but one declined to provide insurance, and the one that was willing to write coverage increased the premium to nearly $16,000.

 “How will my rights as an Innis Arden shareholder and property owner be affected by the change of
The Innis Arden Club, Inc. from a for profit to a nonprofit corporation?”

 The question has been asked how the nonprofit corporation will change the current shareholder’s interests in the Innis Arden Club.  It is an excellent question.  The fact is that the Innis Arden Club, although originally created as a for profit corporation has never run that way.  It has always been operated as though it was a nonprofit corporation.  A nonprofit corporation is defined largely by statute.  In the statute RCW 24.03.030, there are limitations given that are necessary to qualify as a nonprofit corporation.

The biggest difference, as you can see in the statute, is that where a typical for profit corporation distributes income to its shareholders, and lends money to its officers or directors as needed, those avenues are not open to members of a nonprofit corporation.  While that would be a major impact if this was a for profit business, as concerns the Innis Arden Club, there never have been distributions to shareholders, or loans to officers or directors.

As structured, the new nonprofit corporation does have the members continue to have voting rights.  It does provide that upon final dissolution of the corporation, should that ever happen, the assets of the corporation are distributed to the members.  It will continue its policy of not making disbursals of income to its members, directors or officers and will not be loaning money or credit to its officers or directors.  Fundamentally, the change is basically making the Innis Arden Club Corporation legally a nonprofit corporation, which effectively it has been for the last 60+ years.

Would you be interested raising dues by no more than $300 in the future to cover the costs of a private security patrol?

 This has been employed by the neighborhood of Laurelhurst to reduce burglaries and other crimes. Here is a Seattle Times Article detailing the how and why: