Rancho Santa Fe Association board addresses bylaw additions, deletions

Covenant residents have until April 15 to weigh in on the changes to the articles and bylaws proposed by the Rancho Santa Fe Association’s governing documents committee. In light of confusion in the interpretation of many of the bylaws expressed by residents at the April 7 RSF Association board meeting, the board will hold another town hall meeting on the topic in the coming month — a specific date is still to be scheduled.

The committee is expected to finalize the changes for submission to the board on May 5 and the hope is the changes would be voted on at the same time as the vote for the directors in May.

“We want as much participation as we can,” said director Fred Wasserman, chair of the governing documents committee. “The process has been very, very transparent, we’ve had multiple versions, we’ve had multiple times for comments.”

The latest “redline” copy of the bylaws was distributed by email last week to residents who have an email address on file. The documents are also accessible on the RSF Association website through private member login.

Wasserman said although he is willing to hold another forum, he is reluctant to do so as they have not received any written comments thus far. RSF resident Marie Addario said she promised there would be a packed house if another forum is held.

During public comment, several members expressed concerns about the changes.

“When this goes before the members, it will go down in flames,” said RSF resident John Engalls.

Engalls said the bylaws currently state in article nine that access to books and records by members can’t be changed without changing the bylaws. What’s proposed in the new bylaws, Engalls said, will incorporate a resolution 2015-109 of the board and then it goes on to say “as changed by the board from time to time.” Another member pointed out that they tried to get a copy of 2015-109 and it was not available; Wasserman said it would be provided.

“So what your committee is proposing to do is to take out of the bylaws access to documents and leave it to this board or future boards to restrict access,” Engalls said.

Engalls said he is in favor of changing the current voting system and making properties vote and not people but under his interpretation, the Association will have to file an action with the superior court to modify a 1979 agreement that settled the Lillian Ritt lawsuit regarding voting memberships. Wasserman disagreed.

“The committee researched the 1979 agreement very thoroughly with counsel,” Wasserman said. “We believe your position is not correct.”

“There was a lot of due diligence on this in terms of trying to match it with the Davis-Stirling Act and the California Corporations Code and we had thousands of hours on this thing,” Wasserman said. “The response I’ve gotten in general from the community has been very, very positive and the issue of getting equality in terms of voting we thought is very, very important.”

RSF resident Suzy Schaefer expressed concerns that the redline copy addresses the deletions but does not address the many additions. She said that, as an example, article six, section two allows for the establishment of committees with three board members, which was an issue that members against the cell towers had a problem with.

“It actually states that any such committee shall have all the authority of the board, this gives the board even more power,” Schaefer said.

Wasserman said that Schaefer did not interpret the bylaws correctly.

Schaefer also took issue with another addition that if a board member sells his property he can stay on the board for nine months.

“Do you really think it’s wise to have someone who doesn’t have a vested interest in the community making decisions for our community?” Schaefer said.

Earlier in the meeting RSF resident Rory Kendall had asked Licosati to address a rumor questioning whether he still lives in Rancho Santa Fe or has bought elsewhere and is selling his home.

“I am currently a resident of Rancho Santa Fe,” Licosati said.

Schaefer said that if there are changes that must be met to be in compliance with Davis-Stirling, there should be two votes: One vote with those changes and a second vote for things the committee “wishes to change.”

Wasserman said that every section in the redline copy is marked with an explanation like “required by Davis-Stirling.”

“If you’re concerned about a section, send the committee a note, ask us ‘is this required or not required?’” Wasserman said. “We’ve spent so much time on this thing and the committee put their heart in it, there have been 14 versions already. If something bothers you, bring it to our attention, we want to know about it.”

Comments can be submitted by email to GovDocs@RSFAssociation.org or via mail to Comments, RSF Association, P.O. Box A, 17022 Avenida de Acacias, Rancho Santa Fe, 92067. Members needing help accessing the website can contact (760) 756-1174.