Rancho Santa Fe Association bylaw revisions continue, vote delayed

The changes to the Rancho Santa Fe Association bylaws will not be ready to go for a community-wide vote with the June election. According to Director Fred Wasserman, governing documents committee chair at the April 27 town hall meeting, they now expect the vote to occur after July 1.

“We’re going to get this done right so if it takes longer, so be it,” Wasserman said.

Wasserman led Wednesday’s town hall with committee members Allen Finkelson, Kris Charton and Director Mike Licosati, all attorneys. The group has spent an estimated thousands of hours of work on the documents and, as Wasserman said, the process was “far more difficult than we ever thought it would be nine months ago.”

The initial packet of proposed bylaw changes was mailed to the membership in October last year and the group received three comments. Since the updated changes were posted on the Association website with notification sent via email to 1,912 email addresses (with a 58 percent open rate), about 20 members submitted comments.

Notice of the town hall meeting went out to 1,935 email addresses with a 50 percent open rate. About 40 people were in attendance.

Wasserman reviewed the history of the bylaws, which were originally adopted in 1927 and weren’t amended until 1950. They’ve been amended 35 times since the adoption — the most recent changes were in 2006 (with 19 material changes not put to a vote) and in 2014, when the bylaws were amended regarding the executive committee by the board of directors, also not put to a vote.

The main goal in this round of changes was simplification, consistency and parity. Wasserman said the revised documents seek to delete the “cumbersome and confusing” voter registration process and provide fairness member voting: each property owner of record shall have one membership and two votes. Sites with no votes will go down, sites with one vote will have two.

Currently there are 532 sites with one vote, which would increase to 1,064. Currently 790 sites have two votes (a total of 1,580) and 423 sites have no votes. The sites with no votes would go up to 846, which would result in 3,490 total votes.

Registration was open until May 6 so those numbers do not reflect all registered voters.

Condo voting rights are not included in this round of changes but the committee hopes to tackle it when they get more cooperation from the condo associations, Wasserman said.

At the meeting, several people had concerns about how long-held trusts would be impacted and if their voting rights would change.

“We’re not taking anything away from any of you, that’s not the intention here,” Wasserman said.” The intention here is to improve the process and to get this going forward and we can have an Association that complies with all of the laws of regulations.”

The committee also discussed the “clarified and expanded” section on access to records and documents.

Charton said the section on access to records was rephrased it to say members have a right to inspect per Resolution 2015-109. The resolution is available for view on the website and Charton said it reiterates the Corporations Code and Davis-Stirling Act and talks about how long it should take for requested records to be provided and what can be charged.

“You actually have more access to more things and it’s all spelled out really clear,” Charton said.

Wasserman apologized for giving the wrong date for the resolution in the draft bylaws that were sent out and that the board minutes for the correct date, Sept. 3 did not reflect the resolution.

He said it was a committee oversight and they appreciated that members of the public brought it to their attention that the information was incorrect and that there was another resolution with the same number.

“We liked this because it helped us clean things up,” Wasserman said, noting that the resolution will be corrected at the next board meeting.

The town hall spent a lot of time on a proposed bylaw addition that if a director no longer meets the requirements to be on the board (if they no longer meet the residency requirements), that they can be removed by a vote of the board.

Residents questioned why the bylaws wouldn’t insist that a person own property in the Covenant in order to be on the board and if they ceased to be a resident that they be immediately be removed.

Wasserman said the Association can’t make a removal mandatory, it’s against the law.

Wasserman said what the bylaw does is establishes a process to allow the board to decide that a member not serve on the board. Covenant members have always had the right to remove a board member for any reason by calling a special meeting with a petition signed by 100 homeowners.

Charton said there were a lot of concerns about the bylaw regarding executive committees. She said they received comments that by the committee including three members of the board and having “all the authority of the board” — an executive committee would have too much power and that it would be a violation of the open meetings act.

“We really have not changed the language, it’s basically repeated,” Charton said. “The essence of it is really exactly the same and mirrors the Corporations Code.”

Wasserman said he knows it makes some people uncomfortable but 99 percent of the time, such committees research and investigate issues and come to the board with a recommendation. Additionally, he said provisions are built into the bylaws about what can’t be delegated to an executive committee.