GCC Board Briefing of August 29, 2025

Your Board has been rather incognito since the June election.  We have had a legal issue that we have been dealing with which has just been resolved.  According to our legal counsel, the election for the Gualala Community Center (GCC) Board of Directors is not valid as it was not held in accordance with the GCC Bylaws.  The issue was the confusion over the time someone had to be a member in order to be eligible to vote in an election.  The GCC Bylaws state: 
            ARTICLE III SECTION 1.  Members in good standing shall consist of those whose dues are current.  Three (3) months membership is required for voting and holding office.”

Unfortunately, members were given incorrect information about the membership requirement for voting and were allowed to vote without meeting the three-month membership requirement.  Therefore, invalid votes were cast.  Because the votes were confidential, there was no way to separate out the valid votes from the invalid votes. 

This circumstance has left us with two members of the Board who are fulfilling their second year of their term on the Board; Barbara Pratt and Whyte Owen and four invalidly elected Board members; Darla Buechner, Colby Bibb, Michael Combs and me, Janet Pierucci. The Board has not been able to operate effectively as there was no longer a quorum.  It took us several weeks to find an attorney who specialized in nonprofit legal matters and another few weeks to contact him and get his legal opinion.

Your GCC Board, who didn’t know they were invalidly elected until about August 4, 2025, was trying to figure out how to continue to do the business of GCC but without a quorum we were sidelined.  We couldn’t even hold a regularly scheduled Board meeting on August 13th.  We all apologize for the silence!  However, we couldn’t comment as we were in the middle of a legal proceeding. 
 
Fortunately, our attorney, Eric Gorovitz, who specializes in nonprofit corporate law, and who coincidentally lives in Elk, is familiar with our town and the Community Center issues.  He sent a legal opinion yesterday that cleared up our status. Because it is a complicated process, I have attached his letter to this document so his words can speak directly for him.

We all ran for the Board in June on a platform that promised transparency—and from this day forward, that is what the membership will get. We are all committed to GCC and the social and philanthropic work of the organization.  We want GCC to succeed and to meet as many of the needs of the community as possible.  Most importantly, at this time, we are all committed to completing the rebuilding of our Community Center building and rebuilding the reputation and trust of GCC.

We ask you for your forgiveness and going forward, your support and patience as we all make our way through the rebuilding process and continue our work for you.

On behalf of the Gualala Community Center Board of Directors
 
Sincerely and with respect,
Janet Pierucci, President
Board of Directors
Gualala Community Center
 
Attachment: Letter from attorney, Eric Gorovitz
Attachment: California Corporations Code Section 5220 (b)

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