Chamber problems prompt new board members to depart

Sean C. Morgan

Claiming that the chamber hadn’t been following its bylaws when they were appointed, Sweet Home Chamber of Commerce officials barred three new board members from attending a portion of a special meeting.

As a result, those three board members, Jeff Lynn, Nancy Patton and Kele Johnson, resigned.

After their resignations, Johnson and Patton called the Chamber of Commerce a “train wreck” after being part of the board for about two weeks. Lynn, who had been a board member since July, said he was not a good fit for the chamber.

An investigation by The New Era, including interviews of multiple individuals and reviews of chamber records, indicates that the chamber is beset by a toxic mix of issues that include questions about its bylaws, problems with the state and the IRS, financial shortfalls, disagreements over event management, and, simply, a lack of personnel and resources.

Lynn’s resignation came after he sent an e-mail to chamber board members on Sept. 29, suggesting an additional board meeting the first week of October. Normally, the chamber board meets once a month.

“There are numerous items that I feel need to be discussed and addressed very soon,” Lynn said in the e-mail. “Unfortunately, I don’t think a single meeting in October will allow us to cover everything that is needed.”

For a meeting on Oct. 8, he suggested discussing financial information and vacant board officer positions, which included the president.

“We discussed it a little at (a) meeting, but we hadn’t had a chance to dive into it,” Lynn told The New Era. He said he wasn’t looking for anything in particular, but wanted the chance to go over the information.

“We felt (with) the meetings once a month, we were never going to get things fixed,” Johnson said. She said she wanted to know more about the chamber’s current finances, revenues, expenses and salary, which took up most of the budget.

By Oct. 2, the three had been excluded from a portion of the Oct. 8 meeting, according to an email Crabtree sent to them on Oct. 2, in which she stated she was writing with approval from acting president Dana Flores who was present when the letter was written.

“The meeting will open with comments from some of our membership body, and then they will be excused,” Crabtree wrote. “I also have information and comments to present to you. Kele, Jeff and Nancy may not attend this session. This meeting is closed.

“We have not followed our bylaws. I have received counsel and information from Oregon State Chamber of Commerce; Shelley Garrett, Lebanon Chamber of Commerce; past board members; and officers.”

Garrett said she talked with Crabtree and suggested that Crabtree hold an executive session, which would only include board members, “and since those three had never been voted on or approved by membership, they would be excluded.

“The reason for having the meeting to begin with was to discuss how they were going to go about proceeding, once they identified the problem,” Garrett said. “In other words, the meeting was innocent. There was nothing secretive other than the fact that they made a mistake and needed to go on from there and what would be the proper procedure that they would all agree on.”

Crabtree also wrote in the e-mail that Flores was “taking the president position to fill the vacancy,” and the board elected her at the Oct. 8 meeting. The position had been vacant since the resignation of Brandi Pickett early this year.

After receiving Crabtree’s e-mail, Johnson, Lynn and Patton resigned.

Lynn called Flores and informed him of his resignation on Oct. 4.

“I just realized I wasn’t a fit for the makeup of the board,” Lynn said.

Johnson and Patton called it quits the evening of Oct. 2.

“When we got that email, it felt Katrina was going to do whatever she wanted to do to shut us down,” Johnson said.

“Morally and ethically, it’s not something I can get behind,” Patton said. “It’s a train wreck.”

“It’s the most dysfunctional organization I’ve ever seen in my life,” Johnson said.

In conversations with The New Era, both of them noted that they had years of experience in this type of activity, and when she saw things were changing at the chamber, Patton decided she wanted to get involved in it.

“All we ever wanted was to be a part of revitalizing this community,” Johnson said. “This is one of the most beautiful places I have ever lived. I’ve seen so much potential in this town. We should be the destination for people headed over the mountains.”

That’s how Patton convinced her to join the board, Johnson said. “She’s like, ‘We can help do something great in Sweet Home.’”

Their resignations were not requested, Crabtree told The New Era last week.

“We simply informed them that there would be a closed-door board meeting because bylaws were not followed. What the intention was at that is to give the seated board members the opportunity to discuss the deviation from the bylaws and how they would handle that and how we could accommodate the new board members correctly.

“They are supposed to be nominated, and then the general membership body is supposed to vote on them. Actually, they’re nominated board members, and they can come to the meetings and be on the board, and then they get elected for a term. The general membership approves them.”

Crabtree said the general membership had voted on all remaining directors in a meeting attended by five members, the board and staff on Nov. 6, 2014 in a meeting held at the Elks Lodge.

Crabtree referred to an old set of bylaws, approved in 2009, revised in 2012. She said it was the newest version she could confirm that had been properly adopted by the chamber.

The chamber had been using another set that she determined were not correct, she said.

“We had a bylaw problem,” Crabtree said. “There was one floating around and then a true one and that’s where the confusion all came in. Because we lost lots of board members, and I myself had no clear direction.

“Then we found out that, Lerena Ruby so graciously provided, and Dave Bauer backed it up, that these (2009/12) were the bylaws we were supposed to be using,”

Bauer and Ruby are former chamber presidents. Bauer compared the bylaws to a copy he has, and told The New Era they appeared to match.

No one communicated anything further with Lynn, Johnson and Patton beyond Crabtree’s e-mail.

“It was Dana’s intention to speak with them after that meeting, and the resignations were received before that,” Crabtree said.

According to chamber bylaws, Flores told The New Era, it wasn’t appropriate for them to attend the meeting. The general membership had not voted for Lynn, Johnson and Patton.

“It turned into an executive session,” Flores said. “That executive session essentially meant that Jeff was not eligible, nor Nancy; and Kele was not eligible.”

They had been accepted by a vote of the board, but they had not been confirmed by the membership, she said.

But a review of both sets of chamber bylaws reveals nothing permitting the board to meet in an “executive session,” or excluding membership or directors from meetings. The 2009/12 version permits the “executive committee” to meet when the board is not in session. The executive committee includes board officers, the past chairman and the executive director.

Neither set of bylaws permits the board or officers to exclude other directors from board meetings.

Both sets allow the board to fill vacancies by a majority vote, and the board had been functioning as if the new additions were members of the board.

Crabtree said the board never voted on Lynn’s, Johnson’s or Patton’s applications to join the board.

Johnson and Patton recalled that the board did vote on their membership, then they took a seat and voted as board members on other matters.

Director Joe Graybill, who attended the “executive session” but was not an officer, could not recall actually voting for any of them.

“I thought executive sessions are for board members,” Graybill said, but he understood that the proper methodology had not been followed to make the three board members.

He said he would have voted to appoint them to the board, but he doesn’t recall doing so.

“I think we acknowledged them by consensus,” Graybill said. They must have been appointed “by the casual acceptance of board members. As far as I was concerned, they were board members.”

He remembers being asked to join the board, but he doesn’t think he was actually elected either.

Graybill said the board, which was down to five members, was probably “just happy” to have new board members, who sat down at the table and went to work.

Thinking back further, he said, wasn’t sure if the board or membership ever voted for him or any other member of the current board. He has served on the board for about a year and a half.

Sportsman’s Holiday Court

While the chamber does have an issue with its bylaws, and Crabtree and Flores questioned the the status of Lynn, Johnson and Patton as board members under the bylaws, the issue boiled down to Patton’s relationship with the Sportsman’s Holiday Court and its organizers, she said.

Kristina Mathers and Kayla Rosa have volunteered to be chaperons for the Sportsman’s Holiday Court this year, and veteran chaperon Karla Burcham is advising them. Patton, who has had extensive experience with beauty pageants and said she had applied to be coordinator; but the three did not want to work with her.

“It is the general consensus of the three of us currently involved that Nancy Patton’s involvement in our committee would be a definite clash of personalities and opinions and not be for the best,” wrote Mathers in an email to Crabtree in lieu of attending the meeting.

“It has been brought to my attention several times that Nancy would like to see this run as more of a pageant, and it is my firm belief that is not what this court is about, nor is it the best for these girls or our town. We feel the purpose of the court does not align with Nancy’s vision.”

Rosa told The New Era she shared that assessment: “I didn’t want to work under that vision.”

Mathers and Rosa said that Patton contacted Rosa while at work.

Patton “confronted her about several issues,” and “was not appropriate in her timing and verbiage regarding the court, which only served to cement our opinion,” Mathers said.

Mathers and Burcham were unable to be at the Oct. 8 meeting to talk to the board. By then Patton had resigned, the issue resolved, so Rosa did not attend.

“I called her, and I asked her, ‘How did you already have the interviews?’” Patton said.

Patton said she was a member of the Sportsman’s Holiday Court selection committee, which would oversee the court. And she believed she would be part of the interview process.

The New Era listed Patton and others as part of the selection committee in a calendar item submitted by the chamber.

Crabtree told The New Era that the organizing group was actually called the “Sportsman’s Holiday Committee,” and its members would assist in different areas. She said Patton was told multiple times that she would be tapped for workshops with the girls on the court.

Patton said she expected to be notified about the interviews, based on an e-mail from Crabtree in which Crabtree wrote, “will let you know,” while telling Patton the schedule of upcoming events.

Patton said she never heard anything else about it until someone tagged her on a Facebook thread by a father questioning the process.

Other than the phone call, Patton said, the three coordinating the court this year “have never talked to me.”

Patton said she had some ideas about changing the court, but she understands it’s not a pageant.

“I didn’t like to see them dressing the same,” she said. “There were things I thought should be changed. I do feel there’s nothing wrong with having a change. That’s what having a committee is for.”

Although she wasn’t ultimately coordinator and was on the committee, “I still wanted to be involved,” Patton said. “Originally, I told her I wanted to be included in that.”

She wondered why ticket sales apply toward winning, and “I guess there are a number of things I would like us to rethink and not keep it the way it always has been,” Patton said in an e-mail. “Open for discussion and suggestions.”

Crabtree said those issues were why Patton, Johnson and Lynn were “asked not to be here, because those two girls were asked to be here and tell how they were approached. It came all into a big mess. And the rest of the board needed to talk about that and get brought up to speed because Nancy had gone and, you know, made people’s lives extremely uncomfortable. They called me, and I had to fill the rest of the board in on that.”

Flores chose to exclude the three out of respect for the wishes of the court chaperons, Flores said.

“They didn’t want to have a presence with Nancy Patton. I didn’t want them to be in the same room if they requested to not have Nancy present. I didn’t want to turn around and say she could be there. They didn’t want to have a face-to-face.”

Crabtree said she thought that other board members believed Lynn supported Patton and Johnson, “so that’s where Dana, Kim (Palmer, director), with information from myself, closed those doors. The rest of the board had to know what was going on, and at that point, they didn’t have a clue.”

“I’m just shocked,” Patton told The New Era after being informed this was the stated reason the three were barred from the meeting. “If someone has an issue, tell me where you’re coming from.

“Maybe with the things that need to be brought up and changed, good will come out of this,” she added.

Patton and Johnson had met with Crabtree twice before Crabtree’s Oct. 2 email, Crabtree said. The first time was on Sept. 25, she said. Crabtree described the meeting as confrontational, including discussion about the court. Johnson, however, described it as “unicorns and rainbows.”

“Right up until Nancy and Jeff and I went up there, it was just fine and dandy.”

“Till we basically called the meeting (for Oct. 8),” Patton added.

“I guarantee you if Jeff and Nancy and I had not gone to that chamber that day (Sept. 29), none of this would have ever happened,” Johnson said. “It’s what I think, what I feel: It was payback. We came in and said we want to have a meeting about the court, finances. I think she (Crabtree) felt we were questioning her. As long as we were not stepping out of line, Katrina was happy to hear our ideas.”

Rosa said that rumors began that weekend about Crabtree’s involvement in the selection process, but that Crabtree was not involved in the final selections at all.

The Sportsman’s Holiday Court was finalized on Sept. 28, after Mathers and Rosa interviewed the final candidate.

Nine girls applied, Rosa said. Rosa, Mathers and Burcham reviewed all of the applications on Sept. 23. They set up interviews for Sept. 25.

The forms followed those used by previous chaperon Wendy Smith, Crabtree said. Mathers and Rosa used those forms to calculate scores and make a decision.

Crabtree said she audited the scores, and as the person who collected the applications, gave the chaperons an opinion about her first impressions.

Rosa and Mathers set minimum scores to win a place on the court, Rosa said. Everyone who scored above the minimum was invited to the court. They called the winners after the final interview on Sept. 25.

One applicant could not make it to interviews on Sept. 25, so Rosa and Mathers interviewed her on Sept. 28, but they said she did not meet the minimum score.

Crabtree had no involvement in selecting the princesses, Rosa emphasized.

Oversight ‘Too Casual’

The chamber board is attempting to resolve other issues besides the Sportsman’s Holiday controversy.

“The previous boards have been too casual in operations,” Graybill said, noting that he counts himself among the previous boards he is criticizing. “It’s bitten us on the butt with the financial oversight and board oversight. I wasn’t paying good enough attention to the financials until we got a letter from the IRS.”

It has taken the board a long time to put things together since then, he said, adding that Brandi Pickett, previous board president, had been successful in getting board members focused on those.

The IRS revoked the Sweet Home Chamber of Commerce’s tax-exempt status in May 2014 for failure to file a Form 990 for three consecutive years. It posted the revocation in August of this year.

The IRS requires that tax-exempt organizations file the Form 990 annually. Form 990 details key financial data for nonprofit organizations, and is a public record.

Crabtree, who became chamber director last April, when the previous manager stepped down, provided a copy of the 2011 Form 990 to The New Era last week, but she was unable to locate a submission for 2012, and she was working on forms for 2013 and 2014.

The IRS gives a nonprofit organization 15 months to comply with requirements before the revocation is made permanent.

Crabtree said documents show the chamber’s tax-exempt status was revoked around 2010, and she said she believes it occurred once prior to that.

The Oregon secretary of state’s office administratively dissolved the chamber on April 25, 2014 for failure to file an annual report. State records show that the secretary of state’s office reinstated the chamber on Oct. 27, 2014 when Crabtree submitted an annual report.

Secretary of state records, which cover 30 years, show that this happened three times since 2004. It happened in April 2010 and was not resolved until July 2012. It happened in April 2007 and was resolved later that year, and it happened in April 2004 but was reinstated in June 2004.

Reinstatement costs $200. An organization can be reinstated up to five years following dissolution. The annual report lists general information about an organization, including officers, agents, addresses, its name and its business.

In addition to those issues, the chamber budget shows a potential shortfall. The budget for this year is about $48,000, and the chamber has collected some $37,000 in revenue. But it has fallen 95 short of its membership goal of 200 businesses.

Crabtree said that several businesses have been invoiced, but have yet to pay dues. She invoiced 117, while some among the 105 that have paid dues this year are new members.

Crabtree said she has been piecing everything together, working on filing Forms 990, and she is assisting in finding reductions to help meet the budget. Payroll and the water bills have been adjusted down. The supply budget has been adjusted down because the chamber has dramatically cut down on supplies.

The gift shop brought in $1,300 in July and $900 in August. She is still working on September numbers.

Graybill said the money issue is a problem.

“If we don’t have the funds, it’s something we have to address,” he said.

Crabtree said it should be close by the end of the year, and some expenses can roll into the next budget cycle.

Learning On The Fly

Crabtree, whose professional background is in bookkeeping and as an executive assistant, said she began working with the chamber as a bookkeeper in a year ago. She went to work in the office in April.

“I had no training,” Crabtree said. “I have secretarial and executive assistant experience, so I’m good at what I do. I got dumped. I’ll be frank with you. I didn’t know what I was doing, not a God-given clue. And there was nobody here. We didn’t have a president. Board members aren’t stepping up to the plate. I had a witch’s brew going here.

“It took several weeks, if you will. The gift shop had already got started. There were no minutes, I mean bare-bones stuff to work with. The computer had been cleaned. It was empty. There was no documents here. It was the only one that was left in the building. I have rebuilt basically everything.”

“I had taken a backup stick in April because there was Quickbooks on it. So I had sat down and taken a complete backup of the computer just in case we lost any bookkeeping stuff because I was still transitioning that. By the grace of God, I backed up the entire computer to my disc. Thank God because it was the only thing I had to work with.”

With a dearth of records, it has been difficult to figure out which bylaws had been approved, leading to the issues around board membership, she said.

“I didn’t have anything left on the computer. I have managed to garner a small amount of minutes. I have nothing, with a capital ‘N.’ And the bookkeeping was with a capital ‘N’ – nothing.

“When I came in to do the books last fall, they had just – there again because you had (14) board members leave – there was no accountability of any bookkeeping. The bookkeeping has had to have been built from the ground up. We had nothing.

“There’s other forms that still need filing here, state and federal taxes because there were no payroll records, so everything is up for, it needs finishing. There were no payroll records. Some taxes were paid.”

Since late 2012, Crabtree said, the chamber has had 14 board members who did not finish their terms. It has had seven employees.

“You know, it’s only 2015,” she said. “That’s not even quite three years. So how can you have an effective board? How can you have an effective office? And there were no bookkeeping.”

Crabtree said she has had to get copies of bank statements and bills and then match the bills to check stubs.

The organization’s bookkeeper, was responsible for filing the Forms 990, Graybill said. “For whatever reason she had an inability to do that. We also failed in our oversight.”

Crabtree came to the board’s attention through her mother, Paschen, then and still a member of the Board of Directors, Graybill said. Paschen told the board her daughter had an accounting background.

Now Crabtree is trying to sort through it all, Graybill said.

“It’s a (lot) of work to track down expenses and do all that.”

Pickett was pro tem president when she resigned earlier this year and when Crabtree began working with the chamber.

Pickett had been vice chairwoman and then found herself appointed temporary president until the chamber could find a new president.

“I wasn’t too excited,” she said. “It was longer than I anticipated.”

The chamber needed someone to be more visible and involved in the community, she said. With her full-time job, she wasn’t the right person for the job.

Things started getting ugly last year, she said. The IRS notified the chamber that its status had been revoked.

I made several attempts by phone, by email” to contact the bookkeeper about the books and the Forms 990, Pickett said.

“The financials weren’t being turned in by her,” she said.

Graybill said the chamber needs to get its house in order before it can even begin committing to working with others.

The Sweet Home Economic Development Group Board of Directors and its president, John Wittwer, have been doing a great job building board standards, said Graybill, who also is a member of the SHEDG board. That’s something the chamber board needs to do, from getting its finances in order to its bylaws, paragraph by paragraph.

At the same time, board membership is necessary, Graybill said. It needs a board of eight to 10 people.

“How can you do it with a four- or five-member board?” he asked. “You really can’t. We need to have business people on the board, not a city employee, retired people from the Beautification Committee. We need people actively experienced in the business of running a business and what it takes to do that.”

Crabtree said more community involvement is critical if the organization is going to survive.

“I just wish somebody would look in the window and see what’s really going on here, and say, ‘you know, maybe we should go sit down and talk with those people. They’re different. The chamber’s different, but unless we can get the community to support us, we’re not going to be a chamber. I’m fighting an uphill battle right now through no fault of my own.”

Graybill said he believes the chamber needs to stay open, at least its visitor’s center function.

“Somehow we’ve got to maintain the doors being open,” he said. “That’s part of why I was there and part of why I’m still there.”

Flores likened the situation to “trying to dig out of the black cloud or shadow that’s been in place for many years.

“It’s very hard to do. People’s perceptions of things. We’re trying to collaborate with community groups, with the city, with SHARE, with SHEDG, with everybody trying to do our part to uplift this community and make it a better place to live for everyone. It’s two steps forward and one step back. It’s like you get slapped down, and this cloud doesn’t go away.

“None of us are quitters. I don’t want to quit. I want to keep fighting for it. I’m not a quitter. I make a commitment, I going to stick with it through thick and thin.

“If there was a motto for the chamber, that’s what our motto would be, we want to move forward. And we’d like to do it with the cooperation and collaboration with other groups here in town supporting us.”

The chamber will host its annual membership meeting in November. The date is not set yet, but it will likely be Nov. 4 or Nov. 18.