MISSOULA — Members of the Adventure Cycling Association in Missoula believe its board of directors violated state law when it voted to sell the organization’s iconic downtown headquarters earlier this year, pending the outcome of a vote among members.

On Tuesday, the organization’s executive director said the board followed the association’s bylaws in holding a member vote on whether to sell the property, located at 150 East Pine Street. Voting results, released Tuesday, found that 94% of respondents favored the sale.

Executive Director Andy Williamson said the association will now move to sell the facility and lease back the space needed to continue housing the handful of Missoula-based employees.

“Any property transaction – due diligence, inspection – takes time. Given that we’re a member-based organization, this process has to be remedied before we do that due diligence, so there’s no timeline yet today,” Williamson told the Missoula Current.

While the sale of the facility was supported by a large majority of association members, 411 members opposed it, including a number of local members who believe the board refused to permit the group the opportunity to present an opposing viewpoint on the sale.

Rather, they said, the board only presented its position on the sale of the property. The association has owned the building since 1991.

“When I received the notification about the vote, I was concerned that the information presented was totally one-sided,” said Matthew Cohn, a life member and previous board president. “I felt that members should have been able to learn about both sides of the issue to make an informed decision, but my request was ignored by the board, which was quite disappointing, to say the least.”

In seeking the sale, the board recently cited the organization’s “downward trend,” which it attributed to changing demographics, decreased demand and other external factors. The decision to sell is “just the latest in a series of challenging decisions” the board has had to make “to ensure the financial future of the organization.”

Williamson said it made little sense to keep a 10,000 square-foot downtown building to accommodate “four to seven” people. Those employees will remain at the facility after the sale, though in a smaller space leased by the association.

“I knew we had a very engaged membership. We blew the quorum out of the water in hours,” Williamson said of the vote to sell. “That shows the testament of our membership and how much they support the future of where we say we’re taking the organization.”

Leading up to the vote, several association members said they responded to the board with ways the organization could reverse its current challenges. Members also suggested that “poor decision-making by the current board was the real culprit.”

Several members said they asked the board to cancel the current vote on selling the property, throw out the results, address the alleged violations and hold a new election.

“The organization received an offer and ran a member vote, which apparently violated Montana nonprofit law and even some fundamental elements of fairness,” said Jim Sayer, a local association member. “ACA’s founders and past staff leaders notified the board of the violations last week and other ACA supporters (in late November).”

Adventure Cycling Association Buidling

Adventure Cycling Association

Adventure Cycling Association headquarters in downtown Missoula.

Adventure Cycling represents the nation’s largest cycling membership nonprofit and has played a significant role in Missoula’s cycling fabric. It helped complete the Missoula to Lolo Trail and was present during the Montana Bikecentennial’s 40th anniversary celebration in Lolo in 2016.

“The current board has not demonstrated that the $2.55 million the organization would receive from the sale of the treasured headquarters building will be used in a responsible manner,” members wrote. “Instead, they supported program and staff decisions that resulted in deep deficits and depleted the nearly-exhausted reserves by $2.5 million. Selling key organization assets without a solid recovery plan in place does not demonstrate good board governance.”

Williamson said the association acted in good faith and has a clear direction moving forward.

“We had a lot of expenses ensuring we had a third-party audit. It was very transparent. We did everything we could to ensure it was good for our members,” he said.