MEMORANDUM

TO: BETTY ZEHR, PRESIDENT, USUA GOVERNING BOARD

FROM: COORDINATING COMMITTEE

SUBJECT: NUA ELECTION DISPUTE

DATE: 1/15/2001

CC: JANET NILSEN, REBECCA OSWALD JEANETTE SCHAFER, MARIO CAIOLE, LIZ CRATTY, DENNIS GRAY, PAT MURNIN, MARK ALEXANDER, BRUCE PORTER, ANNE JAMES RICHARD KEELER, TONIA BANEY

DEAR PRESIDENT ZEHR:

Pursuant to Article 10, of the IUA Bylaws, on June 24, 2000 the IUA Coordinating Committee was asked to resolve a dispute with respect to the annual elections of the Northwest Urantia Association, ("NUA") held March 26, 2000, and the subsequent emergency meeting held June 15, 2000. This report summarizes our conclusions, based on our investigation and our review of the applicable provisions of the IUA Charter.

I. INTRODUCTION

Janet Nilsen and Rebecca Oswald challenged the validity of the March 26, 2000 NUA Elections on the grounds that a quorum of voters was not present for the election. They also challenged the validity of the Emergency Meeting held on June 15, 2000, for the purpose of removing Janet Nilsen and Rebecca Oswald from office.

A. INVESTIGATION

At the beginning of the investigation, the Coordinating Committee had available to it a series of public posts by members of NUA describing the circumstances of the election and their views on the validity of the election. The Coordinating Committee wanted to give petitioners and respondents the opportunity to fully express themselves on the issues. The Coordinating Committee asked for additional information from both sides and gave each an opportunity to comment on the information provided by the other. In addition to the factual information requested, a substantial amount of commentary was offered.

B. SUMMARY COMMENTS

The situation in the NUA since last March has been distressing. Neither side has demonstrated a great deal of objectivity, both strongly contending that they are right. Many criticisms have been expressed, including criticisms from both sides of the laxness of NUA election practices and record keeping. For the most part, however, the harshest criticisms have been reserved for motives imputed to the other side, and these remarks were often extremely personal. Many less than charitable things have been said. Regrettably, judging by the statements provided to us, being right appears to have taken precedence over being fair. We hope that is not literally true. We know that IUA, as an organization, can learn valuable lessons from these unfortunate events. We pray that the members of NUA can heal the wounds that have been inflicted and, through that effort, become a stronger and closer group than before.

Resolving the original complaint, that the election was not valid because a quorum was not present, is difficult because it is a technical issue, based on rules that NUA followed loosely, at best. We have analyzed the facts presented to us and the relevant provisions of the IUA Bylaws. Our conclusions are presented in this report. However, the Coordinating Committee seriously questions whether any of the several deficiencies in the NUA's election procedures contributed significantly to this dispute. We do not believe the proposed amendments to the NUA's election procedures or the comprehensive revision of the IUA Bylaws now underway, will provide a safeguard against the type of problems that occurred in the NUA. Although adoption of better procedures and stricter observance of formalities might avoid a repetition of the same problem, there will always be issues that are not covered completely-or clearly-by any set of bylaws. Grey areas may be fertile grounds for disagreement, but some disagreement is inevitable.

From the perspective of the Coordinating Committee, the NUA election dispute arose out of differences over substantive issues and spun out of control due in large part to personality factors on both sides. The lack of restraint shown by a number of the participants when it came to expressing negative comments about individual personalities involved in this dispute has been one of the most destructive aspects of these events. Clear and fair rules, consistently applied, are important and valuable. However effective resolution of disputes such as this depends on attitudes of loving service, unselfish devotion, courageous loyalty, sincere fairness, enlightened honesty, undying hope, confiding trust, merciful ministry, unfailing goodness, forgiving tolerance, and enduring peace.

We are unable to completely endorse the position of either side. Our analysis and recommendations follow.

I. FACTS

It is important to have a convenient way to refer to the participants in this dispute without appearing to give preference to either. In this report, Janet Nilsen and Rebecca Oswald will be called the "petitioners" and Jeanette Schafer, Liz Cratty, Dennis Gray, Pat Murnin, Mark Alexander, Bruce Porter, Anne James, and MC, will be referred to as "respondents." The terms were selected because they have neutral connotations.

A. The March 2000 Election

The NUA held elections to fill the offices of President and Treasurer in March 2000. There were eight voting members present and one guest. Six of the voting members were entitled to cast two votes each under Article 16 of the IUA Bylaws, based on the number of years they had been members of IUA. A total of 14 votes were available to be cast. The vote count as reported in the Secretary's report was, for President, Jeanette Schafer, 9; Janet Nilsen, 5 (total 14), for Treasurer, MC, 12. At the time of the election, a question came up as to whether a quorum of the voting members was present. A copy of the NUA membership list was not available at the meeting. This issue was resolved based on a recitation of the members of NUA, from memory, by the outgoing President, Pat Murnin. Mr. Murnin recalled the names of twenty-one members. On that basis, it was determined that seven members constituted a quorum and the annual meeting and elections proceeded.

After the election, petitioners challenged the elections on the ground that an NUA membership list prepared on March 13, 2000 listed 25 members, and that there were actually 31 members. On May 9, 2000, petitioners sent a notice to respondents stating that petitioners had declared the March 13 election invalid. The authority for this declaration has been challenged by respondents.

On June 6, 2000 MC sent an email to the NUA and IUA members asking for help resolving the problem with their election. Connie Greene responded by saying that, she thought, the USUA records listed 23 NUA members, and that six would not make a quorum. Jeanette Schafer wrote to Connie Greene asking her to confirm the number of NUA members. Connie wrote back saying the actual number was 31, and that a quorum would be ten or possibly 11 members.

1. IUA Voting Requirements

a. Eligibility to Vote

The IUA does not currently have voting requirements, only membership requirements. All members are entitled to vote. Article 3 provides that a student of The URANTIA Book™ is eligible to become a member if he or she meets five criteria. Once met, the first, having read The URANTIA Book™ in its entirety, is settled. The third, sponsorship, appears to be solely focused on the time of initial membership. The other three criteria are ongoing: (2) support for the purpose, policies, tasks, and responsibilities of the Charter of IUA; (4) payment of annual dues and other fees which an association may require and annual contributions to Urantia Foundation, (5) support of the Urantia Foundation, its Declaration of Trust, and the copyright and trademarks, as well as IUA's authorized use of those marks.

Under the IUA Bylaws, the amount of any dues for an association and the time for payment are left to the discretion of the associations.

b. Notice of Election.

The IUA Bylaws do not contain any detailed provisions with respect to the actual method of holding elections. Article 5 provides that each association will have a Governing Board consisting of a President, Vice President, Secretary, and Treasurer. The officers are to serve two-year terms, with half of the officers to be elected every year. However, the provisions of Article 12 taken together with the provisions of Article 5, provide that notice of the date, time, and venue of the annual meeting must be "reasonable given all of the circumstances." Thirty day's notice is stated to be the IUA standard. Associations are expressly authorized to adopt different standards.

c. Quorum.

Article 6 provides that a quorum of a local association is one-third of its members, and that a quorum of any Governing Board is a majority of its officers or members. Article 7 states: "The act of a majority present at a meeting at which a quorum is present shall be the act of the group, whether a meeting of the members of the Governing Board or an Association committee, unless the act of a greater number is required by law or these Bylaws."

d. Informal Action.

Any action a Governing Board may take at a meeting may be taken without a meeting, with written consent of all board members entitled to vote.

e. Dispute resolution by Coordinating Committee

By the written consent of an Association's Governing Board, unresolved issues affecting an association may be brought before the Coordinating Committee, which is empowered to take such action as it deems necessary or appropriate in resolving the conflict. We note that petitioners and respondents have all pledged their cooperation with the Coordinating Committee in this process.

2. NUA Bylaws and Procedures

a. NUA Bylaws. Article 4 of the IUA Bylaws requires all local and national associations to adopt the IUA Bylaws, unless changes have been approved by the Coordinating Committee. The NUA adopted the IUA Bylaws on May 7, 1995. All of the participants in this dispute agree that NUA has not made any application for a change in bylaws. Therefore, NUA is subject to the standard provisions of the IUA Bylaws.

b. NUA Procedures. NUA uses a fiscal year, from May 1 through April 30. Dues are officially due and payable in May. Elections are held at the annual meeting in March and the new officers evidently take office immediately. Consistent with the IUA Bylaws, the NUA elected two officers every year. The NUA's practice has been to publish notice of the annual meeting and elections in the NW Urantian Newsletter, which is sent to all members.

3. The March 2000 Elections

a. Open Offices: NUA held elections for President and Secretary in March 2000. Janet Nilsen, who had been elected Vice-President in 1999, was running for President, and if she were elected President, the office of Vice President would become vacant. NUA does not announce the candidates for office prior to the actual election. Nominations for office are made at the annual meeting, and elections are held immediately thereafter.

b. Notice. Janet Nilsen informed the NUA Governing Board that she was unable to give notice of the March 2000 annual meeting and election in the NW Urantian Newsletter, due to a problem with her computer. It was decided that notice of the meeting would be posted on the NUA website and a number of people were personally notified of the time and place of the meeting. The notice was sent out two weeks before the election. The short notice constitutes an irregularity in the election. No objection was made on this basis, and we regard this irregularity as having been waived.

c. Eligible Voters/Quorum. At this point, petitioners and respondents assert that markedly different criteria should be used to compute a quorum, which leads them to opposite conclusions as to whether a quorum was in attendance at the annual meeting in March 2000. The information provided suggests that at the time of the election, both petitioners and respondents believed that a quorum should be determined based on the entire membership list for NUA, apparently without regard to dues status or level of activity.

Under the IUA Bylaws, only individuals who had paid their annual dues would be considered members, and only members of IUA are eligible to vote in IUA elections. Dues for 2000-2001 were not yet due at the time of the election, so to the extent payment of dues should or may be taken into consideration, those members who paid dues for the 1999-2000 fiscal year should be counted. There seems to be agreement that NUA received dues from 14 members in 1999. There is also disagreement as to whether all of the persons who paid dues met the criteria for membership (i.e, a question was raised as to whether one of the spouses on whose behalf dues were paid has read The URANTIA Book™ in its entirety. We have not considered this issue in evaluating the validity of the election. Evidently, that membership has never been challenged on that ground and the issue was not raised at the time of the election.)

NUA apparently does not ask members on an ongoing basis whether they contribute to Urantia Foundation, nor does it appear that records are kept as to whether the members of NUA paid annual membership dues to IUA.

At the time of the March 2000 elections, a quorum determined under the IUA Bylaws would be five, based on fourteen members whose dues were current. The NUA membership list was evidently not available at the NUA annual meeting/election. No one present argued that only members whose dues were current should be counted. Pat Murnin recited the member list from memory, naming approximately 21 members. Based on the list Mr. Murnin recited, it was determined that a quorum of seven was present. This clearly indicates that those present all agreed that everyone on the NUA membership list should be counted for purposes of determining a quorum. This was also confirmed in MC's post of June 6, 2000. It was only when the two sides of this dispute became entrenched, that respondents first took the position that less than all of the members on the NUA list should be counted for purposes of determining a quorum. Petitioners contend that NUA practice has been to include all members on the NUA list, and now contend that the entire list contains between 31 and 35 names. If NUA had more than 24 members, a quorum was not present under the IUA Bylaws. There has been a great deal of discussion about active and inactive members. The IUA Bylaws do not require any particular level of activity from members. If a member pays dues, the member is entitled to all of the benefits of membership.

The quorum issue clearly illustrates the difficulty with attempting to resolve this dispute based on the IUA Bylaws. The method used by the NUA to determine a quorum at the election, if applied to the total number of names on the NUA member list, instead of the partial list Mr. Murnin was able to recall, would mean that a quorum was not present. However, the NUA adopted the IUA Bylaws when it was chartered in 1995, and it has never adopted any new or amended bylaws. There is no reliable standard other than the IUA Bylaws that the Coordinating Committee can apply.

Accordingly, on the technical question of whether a quorum of voting members was present at the NUA annual meeting and elections on March 16, 2000, we conclude that a quorum was present under the IUA Bylaws, although not according to the NUA's past practices.

d. Proxy Voting

There was some evidence submitted that proxy votes had been used by NUA in the past. The IUA rules do not contain a provision allowing proxy voting. The language used in several articles of the IUA Bylaws assumes attendance in person, although that attendance may be via telephone. No effort was made to include Dan Nilsen by telephone, as far as we are aware, by either side. This was most unfortunate, but does not affect the outcome of the election. Jeanette Schafer received 9 votes at the election; Janet Nilsen received 5. Even if Dan Nilsen's proxy had been counted, and assuming that he had two votes and both were cast for Janet, Jeanette Schafer would still have been elected President by 9 to 7. A simple majority was all that was required to win. Janet Nilsen could only win if the election was redone and more members attended and voted. Clearly, only those eligible to vote in 1999-2000 would be entitled to vote. Since there were 14 members entitled to vote, if they had all voted, the outcome could have been different. However, there would be a serious question of fairness and procedural propriety if a new vote allowed members who were not sufficiently motivated to participate in the first election, to participate in the second. Dan Nilsen would be an exception, in that he clearly wanted to participate. But his votes were not enough to have changed the outcome of the election, as explained above.

4. NUA Officers after March 2000 Elections.

Jeanette Schafer, President; Janet Nilsen, Vice President, MC, Treasurer, Rebecca Oswald, Secretary.

5. The Emergency Meeting

The IUA Bylaws contain provisions for removing members, they do not contain provisions for removing officers. We conclude that the members having the power to elect an officer also have the power to remove an officer. However, the emergency meeting was not a valid meeting of the members. Only those in attendance received notice. It is the conclusion of the Coordinating Committee that removal of these officers would have required adequate notice to all members. Significantly, neither Janet Nilsen nor Rebecca Oswald, who were purportedly removed from office at that meeting, were given notice of the emergency meeting. Further, the notice period was substantially less than thirty days and did not meet the criteria set in Article 13 of the IUA Bylaws: "Notice, date, time and venue must be reasonable given all the circumstances."

The emergency meeting was not a properly noticed meeting of the Governing Board, either, under Article 13 of the IUA Bylaws, and a quorum of the Governing Board, as determined under Article 6 of the IUA Bylaws, was not present.

6. Conclusion

We conclude that a quorum was present at the March 16, 2000 NUA elections and that the validly elected officers are: Jeanette Schafer, President; Janet Nilsen, Vice President, MC, Treasurer, Rebecca Oswald, Secretary. We also conclude that the emergency meeting and the actions taken at that meeting were not valid. As a consequence, we further conclude that no valid actions of the NUA Governing Board have been taken since the March 2000 elections, since a majority of the officers has not been present for any of the meetings.

This last finding is a technical deficiency that can readily be corrected by the full Governing Board. We recommend that a meeting of the NUA Governing Board be called immediately. It is within the power of the Governing Board to ratify actions proposed over the course of this year but not approved for want of a quorum. We have not been asked to decide on the validity of the changes in election policies that have been discussed by both sides. However, the NUA should note that any proposed changes to the IUA Bylaws will require approval of the Coordinating Committee. We will be submitting a recommendation to the Board of the IUA, that they appoint a sub-committee to review any modifications requested by the NUA, so approval can be expedited, in order to allow any new rules to be implemented in time for the 2001 election.

Several issues that have been deeply divisive in NUA have been called to our attention during this process. We believe they fall outside the scope of our duties. These include: channeled material in general, distribution of channeled material at IUA functions, distribution of informational material pertaining to other groups, such as the Retreat Network, and distribution of advertisements for the Teaching Mission at IUA functions. We make specific reference to these issues here so that it is clear they were not accidentally overlooked. We express no opinion whatsoever on the information provided to us pertaining to these issues, and do not, by listing them together, intend to express an opinion as to any relationship that may or may not exist between the listed issues.

The Coordinating Committee