WSCO: What’s up with last minute bylaw changes?


Last year, hundreds of people were bused in from outside the neighborhood to stage a takeover of the West Side Citizen’s Organization. In late October, the by-laws were amended, in a last-minute move that raises questions for this year’s annual meeting.

West-Sider Jon Kerr received a postcard October 18, inviting him to a special meeting to vote on West Side Citizens’ Organization (WSCO) by-law changes just four days later.

“Does anyone know anything about the proposed WSCO bylaw changes that are supposed to be voted on before the candidates’ forum on Monday night (October 22)?” Kerr inquired in the St. Paul E-Democracy open forum. From responses on the forum, it appeared that few people had a clear idea of what was proposed.

Unofficial text of by-law changes

WSCO staff and board members said they could not furnish the official text of the by-law changes. The following text of proposed changes was published on St. Paul’s E-Democracy forum.

Article III. Membership
Section 3.01
Membership shall be open to any current organization, resident, businessperson, volunteer, or employee age sixteen (16) years or older on the West Side who supports the intents and purposes of this corporation.

PROPOSAL: VIZ “organization”—Strike this term, and limit membership to residents, business owners/employees/ shareholders/etc., volunteers (to be redefined below) or formal employee of an ongoing West Side Business.

PROPOSAL: VIZ “businessperson” and “employee”—Strike these terms in favor of the more general term ‘business stakeholder,’ defined below.

3.01 (1) Definitions for Membership
A. The term ‘Resident’ shall be limited to a person whose primary legal residence is located within the 55107 postal zip code. Said residence must have been maintained for not less than six (6) months prior to the relevant annual meeting at which the proposed member wishes to vote.
B. The term ‘Business Stakeholder’ shall be defined as a business or commercial property owner in the 55107 postal zip code (including a holder of minority shares in such a business), or a leaseholder of commercial space in the 55107 postal zip code, or an employee of a business located in the 55107 postal zip code.
C. The term ‘Volunteer’ shall be defined as a person expending no less than four (4) hours per week or two hundred-twenty (220) hours per year at or for a charitable not-for-profit entity which is recognized by the State of Minnesota and which is currently active and registered with the Minnesota Secretary of State. Said entity or organization must be located within the 55107 postal zip code.

Section 3.02
There shall be no discrimination on the basis of race, color, creed, national origin, religion, marital status, gender, age, disability, sexual orientation, level of education, or economic status.

Section 3.03
All members may remain autonomous and disassociate themselves from any specific decision of policy of the corporation and shall be free to take independent action on any issue except as otherwise designated herein or addressed by organization policy.

When members comment publicly regarding a specific decision or policy of the corporation, whether in agreement or dissent therefrom, said members must explicitly state their personal independence and make clear they are speaking in a personal capacity.

Section 3.04 Annual Meeting
Members shall hold an Annual Meeting for the election of the Board of Directors from the membership, for identification of issues, and a presentation of a financial statement and Annual Report.

(a) The Annual Meeting of the members may be held at any place on the West Side as determined by the Board of Directors. The date and time of the meeting shall be determined by the Board of Directors.
(b) Notice of the time, date and place of the Annual Meeting shall be published in the community newspaper(s) and mailed to everyone on WSCO’s mailing list at least ten (10) business days before the date of the Annual Meeting.
(c) A quorum for the transaction of business at the Annual Meeting shall be at least 50% of the Board of Directors.
(d) All members shall have the right to vote at the Annual Meeting. There shall be no proxy votes.
(e) No member of the Board, committees, or membership shall vote on a project or issue from which they, their relatives, or employer derive any financial gain.

(e) No member of the Board, committees, or membership shall vote on a project or issue from which they, their relatives, or employer derive any personal or financial gain.
(f) In order to vote, verification of current residency, employment, and/or volunteer action must be shown on the date of meeting.

(f) In order to vote, current legal residency, business stakeholding, and/or volunteer action status must be proven by the provision of evidence in written form. Membership can be established at the Annual Meeting with one of the following: a Minnesota-issued Driver’s License or Minnesota-issued Identification Card; a mortgage statement with no less than six (6) months’ consecutive payment periods; proof of a leasehold, personal or business-based, with no less than six (6) months’ consecutive payment periods; utility bills for a property within the 55105 postal zip code with no less than six (6) months’ consecutive payment periods; employment verification for a business located within the 55105 postal zip code with no less than six (6) months’ consecutive payment periods; or an executed WSCO Volunteer Evidence Certification. The Volunteer Evidence Certification must be executed prior to the Annual Meeting.

(g) A person seeking to vote as a full and formal member of WSCO who does not possess valid Minnesota state-issued identification to prove identity may gain membership upon the personal voucher of a WSCO member with valid proof of membership.

Though the October 22 candidate event was canceled, the WSCO bylaws were changed by a majority vote of board members present that evening, according to Carlos Garcia-Velasco, lead organizer for WSCO. He indicated that some members felt that they lost, while other gained in the changes. WSCO members are still waiting to find out what those changes are.

One version of proposed by-law changes was posted on St. Paul’s E-Democracy forum (see sidebar), but WSCO staff said they were unable to furnish a text of the actual changes to the Daily Planet.

The text posted on the forum reveals significant new restrictions on membership:

• Businesses can still be voting members of WSCO, but community organizations cannot be members. It also appears that all shareholders in the business and all employees of the business can be members and vote individually. Thus, a chain restaurant could be a member (and so could all of the sixteen-year-old employees serving burgers and fries), but a block club could not.

• Residents can be voting members of WSCO only if they have lived in the area for at least six months. In contrast, Minnesota law allows a citizen to vote after living in a precinct for only 20 days.

“The most important change that took place was who can vote,” said Carlos Garcia-Velasco, lead organizer. The proposal for changes, according to Garcia-Velasco came from a block member group. Garcia-Velasco said it has brought integrity to WSCO, because it happened in a grassroots-manner. Volunteers, he said are no longer eligible to vote for the board of directors.

He can’t recall all the details, because “I was not the official recorder at the meeting,” Garcia-Velasco said. “We are supposed to get that…We are trying to get the formal cleaned up bylaws available. And we’re going to probably put a link to our website, along with the original bylaws.” [As of November 13, no such link was on the website.]

“The main change is about narrowing down who is allowed to vote. Defining our membership a little more clearly, and bringing it into line with other similar
organizations in the district council are doing for their membership,” said Don Luna, WSCO board president. “I think it was too broad and it was open
to a broader interpretation of who is eligible to vote at a meeting.”

Although WSCO is focusing on making changes, Luna could not tell the Daily Planet the exact wording of the proposed bylaw changes. The last board members were criticized for not changing them, Luna said in a phone interview.

WSCO wants to introduce membership criteria that are “more reflective of the community,” said Luna, especially bylaws for electing officials.

“Last year that created a real crazy-like situation, where we have people coming as far as Wisconsin to vote, because they have attended one meeting,” said Sam Buffington, WSCO community organizer. “In every annual meeting, if people wanted to amend the bylaws again, they could.”

Among other things, the October 22 proposal stated that anyone age 16 or older can become a member, according to Buffington. Any business owner on the West Side, located within the third district, or the designated authorized owner or representative should get a vote. Buffington would not disclose details of other proposed bylaw changes, but said they would be available at the WSCO annual meeting on November 26.

WSCO won’t discuss the bylaws on November 26, because they are not on the agenda, said Buffington. Nor will there be a vote to adopt or reject them at that time, since they are already in effect, after passage on October 22. The bylaws will be discussed at the November 26 annual meeting only if a member raises the issue.

“The residents want to get a stronger voice and there no limits to resident voting,” said Jerry Lopez, the only volunteer board member. “They only need to prove that they are residents by submitting official documentation such pay slips or postal address.” As to residency, “I’m not aware that they have to be residents for six months or so,” said Lopez. “I think there are no time limits.”

On the delay in sending notification for the October 22 special meeting, Lopez said, “Board members were informed nine months ago about the meeting.” He can’t remember if there is a week or three to five day period to inform residents or other members about a meeting to amend by-laws.

“From their perspective, they used the bylaws as they were written and nobody violated anything. People were not happy with the number of people who turned out and qualified to vote,” Luna said. “People were clamoring for us to do what other district councils were doing. Then, at the direction of board, there was a sub-committee formed to look at revising the bylaws, and coming up with a suggested language that people would be happier with.”

2006 WSCO Annual Meeting

The West Side Citizens Organization (WSCO), formed as a volunteer-driven organization, attempts to address social issues, provide information to members, and unite more than 16,000 West Side residents. However, WSCO recently has had its own share of controversies.

At WSCO’s November 20 annual meeting in 2006, 700 people showed up. The usual turnout for a district council annual meeting in St. Paul is 30-50 people. Most of those who turned out for the 2006 annual meeting were supporters of developer Jerry Trooien’s Bridges project, brought in by the busload. Many claimed eligibility to vote as “volunteers” in the district, rather than as residents, and left after voting in their slate of pro-Trooien candidates. Then a bylaw amendment was proposed, limiting future voting rights to residents, but this proposal was tabled.

When asked whether the WSCO voting would be in fiasco as it was last year, Luna said, “Anybody that would feel that we were a fiasco has no knowledge of what we do, how we do it and in my estimation [they are] negative and opinionated people who value their opinions more than those of others.

“People just sit back and criticize, because a new group of people took interest in the district council last year on the West Side, specifically to WSCO. So a different group of people were elected, but there were open seats, so there was going to be by design a different group of people elected. There was no takeover as described,” said Luna. “All these people with the exception of me live in the district. But all those people qualified by the definitions of the bylaws to run for a seat on the board member, and we were elected by people who qualified to vote for those seats.”

Luna said the only unusual thing in the last annual meeting “large number of people turned out.”

“Nothing that took place [in the 2006 annual meeting] was different than anything that takes place every single year in any district council throughout the city,” Luna said. “So, nothing was fiasco about that.”

Dan Adkins, a board member who chaired the October 22 meeting is very concerned about the residents and does not want people that are not residents in zip code 55107, and do not have the interest of residents at heart to come in and vote or be voted into office during WSCO elections.

Gloria E. Bogen, a former WSCO board member wrote in the St. Paul E-Democracy forum, “If this is a specific meeting under the bylaws I don’t think that getting a postcard 4-5 days in advance may be proper notice of the specific meeting. And certainly there has not been a 30 day ‘posted’ set of bylaw changes or at least no one has let us know where they might be ‘posted.’”

“I always thought that WSCO has done a good job on the West Side,” said Bogen, who has been on and off WSCO’s board for 22 years. “I’ve seen sometimes it has good times and rough times, but it is there and has done the best that it can.”

Bogen predicted that the November 26 annual meeting “would be interesting.”

Issa A. Mansaray is a strong advocate of press freedom and human rights. Born in Sierra Leone, he has traveled through Africa, Europe, and the U.S reporting on press freedom, and human rights violations. Mansaray is an award-winning journalist and a frequent contributor to the International Press Institute’s World Press Freedom Review. He is a graduate of Webster University, and Columbia University Graduate School of Journalism.

(Additional reporting by Mary Turck, TC Daily Planet editor.)