Keep Dishman Hills Conservancy Local & Independent

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Many attendees and members of Dishman Hills Conservancy, including some INLC members, were unhappy and frustrated with the lack of willingness by both DHC and INLC presenters, panel and attending Board members to interact meaningfully with the members.  People trying to ask questions and make comments (it was supposed to be a time for comments and questions) were cut off and not recognized.  During the comment/Q&A time on June 9th, Board members talked about how DHC was founded and how DHC properties were purchased and Board involvement in the purchases, absorbing valuable time of the member Q&A/Comment period. 

As was announced to attendees after the meeting was officially over, we would be sharing concerns, questions, thoughts and items could not be raised at the meeting and that members might find helpful in thinking about the statutory merger, through a FB posting.  Please note that these are the opinions of our Keep Dishman Hills Local and Independent group and group members and should not be considered as other than that. 

Summary and Call to Action:

The DHC Board has been pursuing this statutory merger – in a statutory merger, one entity (INLC) in effect, acquires all of the assets and liabilities of the other (DHC) the “other” (DHC) ceases to legally exist –  for several years without meaningful communication to members until recently, while also appearing to fall short on bylaws compliance, board elections, officer requirements, and meeting documentation. Additional concerns include lack of financial and strategic clarity,  member engagement pitfalls, potential shifts in land stewardship philosophy, and uncertainty around key assets, programs, and future land acquisition priorities. Collectively, these issues raise questions about whether the proposed merger aligns with DHC’s founding mission, fiduciary responsibilities, and long-term stewardship goals.

Members are encouraged to carefully review all available information, seek clarification on unanswered questions, and actively participate in the decision-making process. This includes ensuring that any outcome reflects the best interests of DHC’s lands, mission, and community.

Some of the concerns we, and others we have talked with, include the following items. 

DHC Board:

  1. DHC’s Articles of Incorporation specifically state that its # 1 purpose is: To Preserve areas of land in or near the City of Spokane, essentially in a natural state and to establish on such land, a conservation center where land and people can be re-united for scientific, cultural, recreational and educational purposes. Is a statutory merger with INLC in keeping with this primary purpose?  Has the Board acted and is the Board acting to fulfill this purpose?
  2. DHC’s Board had admittedly been working towards a merger with INCL for several years – since at least 2022.  There had been no communication of that possibility to the membership until the February 2026 Board meeting minutes.  At that meeting, the need for communication to the membership and for voting of the membership on the a statutory merger, and that the Board itself was NOT able to have a binding vote on a merger –  was stated by a member and volunteer.  Further Board pressure by the member/volunteer resulted in a last minute scramble by both DHC and INLC’s Boards to verify the legal requirements for a merger vote and the last minute announcement to DHC members at the March annual meeting at which DHC President A.T. Miller stated that a merger between DHC and INLC would be occurring in September 2026 and DHC would hold a party to celebrate both that and DHC’s 60th birthday.  Is there Board’s governance knowledge and Information transparency for members?

               DHC’s bylaws in effect at the annual March 2026 members meeting (which were subsequently amended by the Board in April 2026) state (in italics) that:

  1. Election. The Board of Directors shall be elected by the members and hold office until the expiration of their term, or until the election of their respective successors, except as otherwise provided in these Bylaws, for filling vacancies. The Directors shall be elected for two-year terms with, as nearly as possible, one-half of the members of the Board being elected at the annual meeting.   
  2. The Board had at least 4 of its Board member positions expire at calendar year end 2025.  The Board provided NO notice to the membership of the expiring positions, did not recruit or invite members to submit applications for these expiring positions, and the Board did not have vote on these Board positions as of the April meeting minutes. 
  3. After the March 2026 annual member meeting and I have requested multiple times for the DHC Board to open those 2025 expiring positions to members and go through the recruitment process in an open and transparent way.  They have not responded to our requests.
  4. The Board currently does not have a treasurer.  This officer position is required by the WA State RCW’s for non profit corporations.
  5. The April Board meeting minutes do not show that the Board re elected the expired Board members to new terms to refill their positions, thus these are vacant position.  The Bylaws require 3-15 Board members, so the Board may have decided, with the merger imminent, that these positions were not needed.  At the end of 2025, there were 13 Board positions, in a document provided by DHC.  4 of these expired at the end of calendar 2025.    Of the 13 Board members as of 12/31/2025, 5 had been Board members for uninterrupted terms for over 10 years including one for 18 years, one for 33 years, and one for 14 years.  Another had been a Board member for an uninterrupted 6 years and another one had been a Board member for 9 years. It is no wonder some of the Board members have said they are tired and want this to be over.  What does not make sense is why these Board members chose to not resign and/or ask not to be re-elected and thus allow new, qualified, competent and energetic members to be elected to the Board.
  6. The Board amended the Bylaws in April 2026, after the March annual members meeting.  The Bylaws (in italics) state:  Board of Directors. Except as provided for in Section 2, the Board of Directors shall have the power to amend or alter the Bylaws by an affirmative vote of two-thirds of the Board, at any regular Board Metting, or special meeting called for that purpose. Any member shall be entitled to at least five (5) days’ notice in writing by mail or other method as allowed by law, of the proposed amendment and of the meeting time and place at which such amendment is to be voted upon, and shall be entitled to appear before and be heard at such meeting.  The Board provided NO notice of their intent to amend the Bylaws.  Whether or not the amendments were reasonable, members were again kept in the dark.
  7. One might question whether the Board acted in good faith and or as good fiduciaries for DHC over the last several years.
  1.  The Board refused to allow a repair or replacement of the Barn roof used for educational and equipment storage on the Wilson property.  Some members wanted to do a capital campaign and this was refused.  The Barn experienced electrical shortages, sparking and has since been non functionable.  The Board has stated that they felt INLC would not want funds spent  on the Barn and quite possibly would not be wanting to keep the Wilson house, barn and outbuildings.  The to date cost of merger activities, including legal, merger facilitator, and related costs would likely have paid for the Barn roof replacement.
  2. In the April 2026 board minutes, it stated that a possible land donation would not be pursued until approved by INCL.  If there was no merger commitment, why would INLC’s approval be necessary?
  3. The Board has stated that DHC’s finances could be stronger and this would be a benefit of a merger into INLC.  However since 2021, the Board did not approve or allow the hiring of a fundraiser/development position, until 2024, and then did not approve a market rate salary for an experienced and successful fundraiser.  The hired person, with no prior fundraising experience, stayed approximately one year, leaving in late summer/early fall 2025 and the Board did not allow this position to be rehired, though his work was showing a positive impact.  Was this because the Board was planning on merging into INLC’s  and because INLC had at least 3 people devoted to fundraising, development and philanthropy?
  4. Some of the Recent years’ new Board members did not meet the criteria for Board eligibility per the Policy (in italics) they adopted in 2021:  Dishman Hills Conservancy Board Member Recruitment Practices REVISED AND APPROVED BY BOARD January 26, 2021 The following are a list of recommended conditions that should be satisfied prior to nominating individuals for service on the DHC Board of Directors. There has to be a vacancy. I. CRITERIA ELIGIBILTY 1. Required: the individual will bring diversity, broadly defined, to the DHC. 2. Required: the individual has a demonstrated resonance with the DHC Mission and desire to serve the DHC. 3. Required: one or more of the following: skills, attributes, abilities, financial or professional connections, which will serve the DHC. 4. Preferred but not required: The individual has participated on a DHC committee, worked as a volunteer for the DHC, participated in DHC events, or been involved in fundraising for the DHC. II. IDENTIFICAITON OF CANDIDATES 1. Any Board Member, the Executive Director, or member of the staff, may identify a potential candidate. 2. Alternatively, a candidate may self-identify and bring their interest to the Board or Executive Director. III. 1. 2. 3. 4. 5. IV. 1. REVIEW PROCESS Once identified, the candidate will submit a resume to the DHC Board Operations Committee (DHCOC). The DHCOC or the DHC Board may, if desired, invite other Board members into the review process….. The DHCOC will review the candidate’s resume and interview the candidate. After the interview is completed, the DHCOC will bring a recommendation, whether positive or negative, to the full board for discussion and vote. FINAL APPROVAL Candidates will be voted upon by the DHC General Membership at the DHC Annual Meeting. The Board did not follow their policy for candidates and elections.  There is no formed DCH Board of Operations Committee.  Some of the Board recruited recent members had not previously been a DHC member and did not complete or submit resumes – though they were friends or business associates of a couple of the Board officers.  Members were not given the opportunity to self-identify their interest.  Perhaps only people willing to support DHC’s merger into INLC were considered qualified to be a Board member.
  5. At the June 8th meeting, a member asked why there could not be a trial period in which DHC and INLC collaborated together before moving into a merger question.  DHC’s A.T. Miller stated that DHC and INLC  had been collaborating together.  He may have been referring to collaboration towards the merger since no one we have been in contact with can identify anything else that they had collaborated on for the last few to several years.
  6. When the Board was asked via another process whether a trial period prior to a merger vote was an option, they stated no, with no explanation.
  7. The Board had a January Board meeting.  DHC has not been able to confirm that meeting minutes were taken and no meeting minutes have been found over their search over the last 2 plus months.  DHC is not taking annual member meeting minutes as are required for non profits and did not take meeting minutes for the June meetings.  DHC is not in compliance with WA State RCW requirements.

In summary, we question whether the Board has acted responsibly for DHC.  Perhaps it is time for a completely new DHC Board and not a merger to solve what the current Board has determined is DHC’s needs.  There has been no Board response when asked if the Board would resign and allow a new Board to be elected and operate.

  1. INLC/DHC
  1. At the June 8 & 9 meetings, INLC stated they had protected over 30,000 acres of land, and that about 16,000 of these were held by private owners and now had conservation easements or similar protective covenants.  Of the remaining approximate 14,000 acres, INLC acquired these conservation properties and sold or traded properties to Spokane Parks and similar governmental and tribal entities.  While DHC has approximately 1,000 owned and maintained acres with an assessed value of $23 Million, INLC has not stated what they currently own, but it is thought be to be less than 200 acres and perhaps significantly less.  Government entities CAN find ways out of easements and covenants, and have done so.  There is no better protection of DHC lands in perpetuity than for it to remain local and independent and own and steward its own lands.
  2. A.T. Miller, DHC Board President, stated that DHC recently lost land due to encroachment not identified timely by DHC Board member and staff via its walking DHC property lines.  However, the Board had known about the encroachment for at least a couple of years.  At the June 9th meeting, Miller implied that this would not have happened if the lands were owned by INLC, as a reason for the merger into INLC.  However, if there had been timely and appropriate Board follow up, DHC may not have lost these lands. 
  3. At both June meetings, DHC said there were no more lands available for acquisition and that DHC need to adapt to this.  However, DHC is currently looking at a fairly large land parcel that would enhance its current land corridor.  Why say something that is not true?
  4. INLC stated that they currently have 35 property priorities that have gone through their arduous review process.  Their stated current focus is on climate impacts.  DHC has historically been able to act quickly and nimbly to acquire properties that become available.  If properties advantageous to DHC’s wildlife and recreation corridor become available, after a merger into INLC, any desired land acquisitions would have to go through INLC’s review and prioritization process.  With 35 already on their list, one has to question whether DHC land corridor expansion would meet INLC’s criteria and how quickly it could happen. 
  5. When asked if DHC’s educational programs would continue, INLC said yes, that the Kids in the Hills would continue but it would be held at Waikiki/Glen Tana area fish hatchery and renamed Kids and Salmon, or something to that effect.  So no, the Kids in the Hills will not continue.  INLC will develop a kids program that will be difficult for the elementary schools that have been long time partners with DHC with Kids in the Hills to attend, due to the new location many more miles away from these schools and which would require many more hours out of the classroom.
  6. DHC’s Board has said that INLC is more professional and they want that for DHC.  Perhaps this could start with the Board and we don’t need to merge with INLC  for that to happen.
  7. DHC’s Board said that accreditation would be too costly for it to obtain and that accreditation would be helpful in obtaining new grants, including Future’s grants.People that work with the Futures program have said this is not necessarily the case.  DHC could work towards accreditation with the active support of a Board if it would be helpful for DHC long term.
  8. There are rumors, not addressed by INLC as yet, that DHC’s current cash funds, including restricted and general funds, would be allocated towards DHC support by setting them up as required endowment funds for DHC’s properties.  Similarly, there are unaddressed rumors that INLC would sell the 19 acres on which the Wilson house, outbuildings and barn are located to help meet the endowment needs.  These were also questions we wanted to ask at the June 8 and 9 meetings but were not allowed to raise.

In Summary, as DHC members, and some of us as new INLC members, we do not believe the statutory merger is in the best interests of DHC, its lands and its membership.  And do not see that this is good for INLC either. 

Each person must weigh information he/she/they receive from all available sources and follow their own heart and conscience.  We hope this has helped you and encourage you to ensure that whatever data you receive is factual, transparent and truthful, from all parties.

The Keep Dishman Hills Local and Independent group thanks you for your interest and can be reached at KeepDHCLocal@gmail.com

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