Judge rules takeover of Mukai Farmhouse wasn't valid
By NATALIE JOHNSON
Vashon-Maury Island Beachcomber Reporter
November 6, 2012 · Updated 5:06 PM
An effort by a group of well-known Islanders to assume control of the historic Mukai Farmhouse was dealt a blow Thursday when a King County judge ruled the group had not orchestrated the takeover legally.
Superior Court judge Monica Benton made the decision in a packed courtroom in downtown Seattle Thursday morning, after attorneys for the two boards vying for control of the property argued they were the rightful representatives of the Vashon organization.
Bob Krinksy, the lawyer for the existing board, said he was pleased by the judge’s ruling.
“It came down to fair play, and they didn’t (play fair),” Krinsky said, referring to the Islanders who tried to assume control of Mukai.
The other side — Islanders who thought they had legally crafted a new board to take on stewardship of the famed property — said they questioned the judge’s decision.
“We didn’t think the bylaws read that way,” said Ellen Kritzman. “We thought we had a good case.”
At issue was control of Island Landmarks, a nonprofit organization that owns the Mukai Farmhouse and that was founded a dozen years ago by Mary Matthews, a historic preservationist who lives part-time in Texas and part-time on Vashon.
A group of Islanders, concerned that Matthews and her small board of largely out-of-state residents were letting the historic property fall into disrepair, held a meeting four months ago, where several new members of the organization — enlisted without Matthews’ knowledge — elected a new slate of officers. They did so with the help of a Seattle lawyer who specializes in nonprofit governance, carefully following, they said at the time, Island Landmarks’ own bylaws.
But at Thursday’s hearing — where both sides asked the judge to rule on motions for summary judgment — Krinsky argued the new group lacked the authority to garner members and hold a meeting to elect officers.
Krisky, arguing first at the hearing, said that the 70 Islanders who joined the organization in the spring were not valid members. Their dues, $25 each, were deposited into the nonprofit’s bank account by Kritzman and not the organization’s treasurer, as the bylaws required.
What’s more, Krinsky said, the meeting where those members elected new officers wasn’t valid because it was called by Kritzman; according to the bylaws, he said, meetings must be called by the secretary.
“Our complaint is that we weren’t involved, and the notice (of the meeting) wasn’t proper,” he said.
Finally, Krinsky argued that the vote taken at the meeting was also questionable since some votes were cast by proxies. The bylaws dictate that a vote can only be taken by proxy if the proxy first registers with the secretary, and in this case they did not, he said.
“I don’t see how one can read the bylaws and allow, really, a side-run around them,” Krinsky told the judge.
Lynn Greiner, a Vashon lawyer who represented the new board with assistance from Vashon lawyer Rex Stratton, told the judge that the Islanders who orchestrated the takeover last spring carefully adhered to the organization’s bylaws.
Since the bylaws state notice of a special meeting “shall be given by the secretary or persons authorized to call the meeting,” Greiner said, asking the secretary to be involved was optional. Kritzman, with support of 11 other members, had authority to call the meeting, she said.
“If notice was to be given by the secretary and no one else, it would have said that. … A fair reading of the bylaws allows for notice in the way it was done,” she said.
After both sides had argued their cases for about an hour, Benton ruled from the bench in favor of Matthews and her board. While she did not comment on the handful of bylaws disputed in the case, she did agree with Krinsky’s reading of the clause about special meetings, ruling that the meeting called by Kritzman and the subsequent election were not valid.
Matthews attended the hearing but declined to comment afterward. Krinksy called the ruling the right one.
“She was absolutely correct,” he said.
If Islanders were concerned about the state of the Mukai Farmhouse, Krinsky added, they should have carried out their membership drive and election openly. Matthews and the original board members, he said, have nothing but good intentions for the historic property.
“I think it was unfortunate this was carried out in a way that I think was clearly intended to sever (the original board). ... There could have been an orderly transition, and my client’s interests could have been included too,” he said.
But a large group of Islanders — mostly those who believed they were new members of Island Landmarks — lingered after the ruling to discuss their disappointment. Some of them have been working for years to address problems they see at Mukai, a property that was purchased with public funds but is now largely off-limits to everyone but Matthews and her board.
“Frustration is my number one feeling right now,” said Kritzman.
Members of the group said they had no choice but to orchestrate a takeover of Island Landmarks, since other efforts to breathe new life into the organization and ensure the farmhouse received better care hadn’t worked. Matthews, they said, had been hostile to them in the past and had refused to admit new members into Island Landmarks.
“They actually did not accept offers of help and membership,” said Rayna Holtz, a member of the new board the group tried to elect. “We expected to have opposition.”
After the special meeting in question, Holtz said, Matthews refunded the new membership dues that were deposited into the organization’s account. The board has since changed its bylaws as well.
Krinsky, on the other hand, said the original board members are showing a continued commitment to the property. Matthews and her husband Nelson Happy, who say they now live part-time in the adjacent fruit barreling plant, recently painted the farmhouse and put tarps on the leaking roof. The work, he noted, was all paid for by the couple.
“My clients deserve a thank you and an apology,” he said.
Kritzman, who was on the original board of Island Landmarks a dozen years ago, said she wished the judge could have taken a broader approach to the case. The Islanders’ past struggles with Matthews and her history with the property were only touched on during the hearing, she noted.
What’s more, Kritzman said she believes the existing board may not be a valid one. Bank records obtained by the group show that no membership dues had been deposited into Island Landmarks’ account for about a decade, suggesting there were no official members or elections for years.
“We could not, in this venue, paint the entire picture,” Kritzman said.
The new board members, meanwhile, say they will continue to pursue legal means to remove Matthews and her board, perhaps appealing the decision or asking the state Attorney General to step in. With increasing support from Islanders — their membership has grown to more than 100 — they plan to meet later this month to discuss strategy.
“It’s definitely not over,” Kritzman said.
Contact Vashon-Maury Island Beachcomber Reporter Natalie Johnson at email@example.com or 206-463-9195.