Rancho Santa Fe Association Buzz: Open meetings and closed sessions — What’s going on?


By Ann Boon, RSF Association board president

This is a very busy Association board and I am proud to be leading it this year. We have so many things we are trying to accomplish — even the Association Manager admits he has “never seen it so busy.” Maybe you noticed in last week’s issue of the Review how many articles related to topics that were covered in our Dec. 5 board meeting.

We discussed when the RSF Golf Club would be ready to present its Master Plan (including its tree management plan); considered the possibility of granting full membership rights to condominium members; heard members’ comments about the Secret Car Club and a possible Farmers Market; directed staff to work with the Golf Club on further study regarding secondary water; and discussed a proposal from an outside consultant that we are considering engaging to help us study the possibility of building a pool and fitness center. And all that was just in open session. There were more issues that we had to deal with in closed session. Closed session, you ask? Why should anything be discussed behind closed doors in a homeowners’ association?

California sunshine laws that govern HOAs are formally known as the Davis-Stirling Common Interest Development Open Meeting Act and our own bylaws clearly state that we are bound by this act. The act specifies the few issues that may be discussed in closed session: “litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments.”

Fortunately, our Association very rarely has personnel or member matters to address. Occasionally, we have litigation that must be discussed. And, very often, we have matters relating to the formation of contracts with third parties.

Technically, at our last meeting, we could have held the discussion regarding the consultant in closed session since it related to a possible contract. However, I am fundamentally committed to openness, transparency and inclusiveness. And in this case, I believe that it is very important for all of our members to be fully informed about our nascent pool-fitness project at every step of the process. Fortunately, when I proposed that this item be on the open agenda, no one on the board disagreed.

One important issue that has been discussed in closed session over the past year has been the negotiation to purchase the Garden Club building by the Association. As you may recall, the 2012-2013 Association board requested a vote of the Association membership to enter into a transaction to purchase the Garden Club building. The wording in the letter of understanding was purposely general to give the attorneys representing the Association and those representing the Garden Club the flexibility they would need to negotiate the specific transaction points. However, the following points were made very clear to members in the document that accompanied the ballot: the price to be paid for the building would be $2,369,250; the Garden Club’s proceeds from selling the building would go back into the Covenant exclusively; and the building would be used by the Covenant community and organizations that benefit the Covenant community. As negotiations have gone on, the last point has been difficult to resolve with the Garden Club board. The Association board is duty-bound to negotiate an agreement that is in total compliance with what the community voted on with over 80 percent approval last winter. We will continue our negotiations in closed session through the end of the year. Regardless of the outcome, we will be reporting on the negotiations at our Jan. 2, 2014 meeting.

Your Association board welcomes all members of the Covenant to attend our board meetings, to make comments and to request that items be placed on an agenda for discussion. I hope to see you at a future meeting and to hear your comments. If you cannot make it to a meeting but you want your voice to be heard, please send your comments and concerns to the Association office with a copy to me: