Fargo-West Fargo chamber of commerce merger decision delayed

The decision whether the West Fargo and Fargo-Moorhead chambers of commerce will merge will wait a week as West Fargo changed its voting method at the last minute.

Members of both chambers were to vote on the proposed merger via mailed ballots July 1 through 9 a.m. Monday, with results announced Tuesday.

But the West Fargo Area Chamber of Commerce will instead hold in-person confidential voting this Monday and Tuesday at its office, 109 3rd St. E. Members were notified about the change in a letter last week.

“I’m just making sure we followed the right protocol,” said Kathy Lewin, chairwoman of West Fargo’s chamber board.

Shortly after the West Fargo Area Chamber’s June 29 town hall meeting to discuss the possible merger, Lewin said she was approached about the legality of the mailed ballots and brought the issue to legal counsel.

North Dakota’s Century Code states in Chapter 10-33, which governs nonprofit organizations, that a plan of merger “be submitted to a vote at a meeting of the members with voting rights.”

That language, specifically the words “at a meeting,” caused Sarah Andrews Herman, an attorney with Dorsey and Whitney, the chamber’s legal counsel, to advise the in-person vote.

“I can’t tell you that under the circumstances this would necessarily be a legal requirement,” Andrews Herman said. “We thought that was a good thing to do.”

She added that the Fargo-Moorhead chamber’s voting process wasn’t inappropriate. “There’s not a right or wrong here.”

The Fargo-Moorhead Chamber said in a news release that it has completed its voting process but will not release the results until the West Fargo Area Chamber completes its vote.

Fargo-Moorhead Chamber President Craig Whitney said he believes its voting was done correctly, adding chamber bylaws did not require a member vote.

The Fargo-Moorhead Chamber’s board of directors voted in favor of the merger in May. The West Fargo board has not taken a position on the merger.

The two chambers began meeting this spring. Both held town hall meetings in late June for members to ask questions and voice support or dissent before voting.

West Fargo chamber members in good standing can vote 7:30 a.m. to 4:30 p.m. Monday and 7:30 to 11:30 a.m. Tuesday at the chamber office. Ballots will be tallied Tuesday afternoon by city officials, and results will be announced July 21, Lewin said.

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