The Idyllwild Chamber of Commerce now has only one director, David Jerome, out of an authorized 11. Directors Gary Taylor, Peter Buhl, Mike Lackey and Chris Titus have resigned. Directors cited threats of future lawsuits and the expense and emotional trauma of defending two successive lawsuits from David Roy as reasons for their resignations.
Boards of directors must be composed of at least three members, sufficient to break a tie. With one director, the Chamber board for practical purposes is no longer legally constituted. According to Jerome, Chamber funds are depleted and distribution of Chamber assets is an immediate issue if the general membership votes to dissolve.
The board has been practically inactive since August 2012 following the filing of the first of two lawsuits against the directors by Mantle Carver Roy. He filed a second in January 2013 after dismissal of the first. Directors also cite threats of future suits as reasons why no Chamber member has stepped forward to be a candidate for director after two mailings requesting board nominations. “Nobody wants to be a target,” Buhl said. Buhl noted he had to sell his vehicle to pay for his costs of defending the two Roy lawsuits and resigned because he could no longer fight what he views as groundless grudge lawsuits from Roy or parties affiliated with him. Former Chamber President Chris Titus said in a letter to the editor in last week’s edition that serving on the board over the last eight months had taken a toll on her health and finances because of Roy’s lawsuits.
Legal fees for Titus and Lackey, who retained individual counsel, and for the Chamber directors as a board exceeded $15,000 for the two lawsuits according to board members. Because Roy’s litigation was about the tree monument, chamber legal counsels Larry G. and Brittney Lushanko advised the board to use monument funds to pay its legal bills since the lawsuit was, according to counsel, an “expense arising from Chamber custody of the monument.”
In the short term, the Chamber must decide how it plans to liquidate its assets, assuming there is no longer a legally constituted board of directors to conduct that disposition. Current Chamber assets, according to Jerome, are its bus, the monument, office furniture, Chamber records and files and any remaining cash in Chamber accounts. As part of a settlement agreement when the court dismissed his lawsuit, Roy agreed in writing that ownership of the monument and all rights pertaining to it, including use of its image, are the property of the Chamber. What to do about paid member dues when the Chamber board is no longer functioning or providing service is also a remaining question.
When asked about disposition of Chamber assets, Titus seemed weary. “I’ll help but I can no longer be involved officially,” she said. “I volunteered to serve on this board hoping to do something good for the town and this is what I have gotten.”
Chamber bylaws state, “In the event of dissolution of the Idyllwild Chamber of Commerce, any funds or property remaining shall be distributed to one or more regular organized and qualified charitable, scientific or philanthropic organizations to be selected by the Board of Directors.”
Association law varies from state to state, but general guidelines for a situation in which all directors of a board resign is for the association membership to meet and elect a new board, or failing that, to appoint a committee to dispose of association assets.
Jerome confirmed his plan is to invite the Chamber membership to a meeting for the purpose of creating a mechanism for either dissolution of the Chamber or for reconstitution under a new board. If members choose dissolution, then a mechanism for liquidation of Chamber assets must be determined. Jerome said he would provide 10 days notice of the general meeting to members but that his target date is Monday, April 29, at the Idyllwild Water District meeting room.
With no board, no money, and Chamber membership now around 50 members, Jerome, the board secretary and only director who has not resigned, is seeking a satisfactory endgame.