GCC Board Briefing of September 1, 2025

Hello Gualala Community Center (GCC) members
I have received emails from several GCC members who were confused by my letter and attachments of August 29th. I hope the following clarifies the invalid election situation and answers questions about the status of the GCC Board.
 
Our attorney, Eric Gorovitz, spelled out the procedure for correcting the invalid election in paragraphs two and three of his email which accompanied the Board Briefings emailed to members of GCC on August 29, 2025, and follows here:
 
“ 1.  The most recent election was not validly conducted, and no directors were elected.

1. By operation of law, the current Board consists of four directors: two whose terms have not yet expired, and two* whose terms expired on June 30 but who remain in their seats because their successors have not yet been elected. Those four directors constitute a quorum for the conduct of business under the current bylaws, and any action they take by majority vote at a meeting of the directors at which a quorum is present, or by unanimous written consent in the absence of a meeting, constitutes the act of the Board of Directors.
2. The Board has the authority under both the Corporations Code and GCC’s Bylaws to fill any vacancy on the Board for the remainder of the term applicable to that seat. If the current Board, consisting of the four directors described in Item 2 above, holds a meeting at which all four are present, and votes to fill any vacancy on the Board with approval of a majority of the directors present, that vote effectively fills the vacancy for the remainder of the applicable term. Any person so elected becomes a director upon their election, and the number of directors currently serving increases accordingly.”

 
*Mr. Gorovitz' letter has one error. There were not two but rather three directors whose terms expired on June 30th: Paula Smith, David Fouts and Karen Russell. Due to the invalid election, and according to the CA Corp Code, these three remain in their seats until successors are elected or appointed.
 
The two directors whose terms had not expired, Barbara Pratt and Whyte Owen, and two of the three members whose terms expired on June 30th but who remain in their seats because their successors had not yet been elected/appointed**, Karen Russell and David Fouts, met in a special Board meeting on August 25th. They appointed Michael Combs and me to fill the seats of Kevin Evans and Leslie Bates. These are both one-year terms, ending June 30, 2026.

 
On August 27th in another special Board meeting, Barbara Pratt, Michael Combs, Whyte Owen, David Fouts and I met and appointed Colby Bibb and Darla Buechner to the Board for two-year terms, ending June 30, 2027, replacing David Fouts and Karen Russell. At this point, David Fouts left the meeting. The Board then elected me President, Darla Vice President and Colby Treasurer. These Board appointments leave the seat Paula Smith held open. The Board will fill that seat, with the term ending June 30, 2027, at the September 10th Board meeting.
 
The current GCC Board members are:

• Janet Pierucci, President
  
• Darla Buechner, Vice president
  
• Colby Bibb, Treasurer                                                           
  
• Whyte Owen, Acting Secretary
  
• Barbara Pratt                                                         
  
• Michael Combs

 
I do hope this answers your questions and that you will attend the GCC Board meeting on September 10th at 6:00pm at the Gualala Baptist Church.
 
Sincerely,
 
 
Janet Pierucci, President Board of Directors
Gualala Community Center