The Rancho Santa Fe Post

Op-ed: Article VI, Section 2 of Association Bylaws - Is it New? You Decide!

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First of all, I would like to thank PIC for holding a meeting open to all the members of the RSFA, a refreshing change. Secondly, I hope that Pete Smith will provide his suggested changes to the governing documents to the RSFA Governing Documents Committee in writing.

Relating to Article VI, Section 2 "Committees of the Board," Mr. Smith’s statement on April 19th at the PIC meeting that this provision was new (Substance: 3 directors can be appointed as a committee of the board and they shall have all the authority of the Board) is mystifying. I went up to Mr. Smith at the conclusion of the meeting indicating I didn’t recall the substance of this section as being new. He reiterated that it was new. I have looked at the current bylaw and the proposed bylaw and this is what I found:

Existing language: "Section 2. Committees of the Board." "The Board of Directors, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of three directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the authorized number of directors. The Board may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, the extent provided in the board resolution, except that no committee may do the following:..." (The quoted language is the exact language contained in the bylaws when Mr. Smith was the RSFA manager.) (Underlining added.)

Proposed new language: "Section 2. Committees of the Board." "The Board of Directors may create one (1) or more committees, each consisting of not more than three (3) Directors and no one who is not a Director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by vote of not less than four (4) Directors. The Board may appoint one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except that no committee may do the following...." (Underlining added.)

Is Article VI, Section 2 new? If it is not new, why did Pete Smith indicate it was? Is the substance of the proposed new language for Article VI, Section 2 materially different from the existing version? It would seem not.

Lisa M. Bartlett