The Rancho Santa Fe Post

Vote “YES” on Ballot to Approve Amended Articles of Incorporation and ByLaws

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The undersigned, David Moon and Kris Charton, are two of five attorney-members of the six-person Governing Documents Committee (GDC). We are sending this letter on behalf of our Committee. We ask for your “YES” vote on the Articles and ByLaws ballot which is due by October 5, 2016.

You have already been mailed a rather large packet of materials giving details of the proposed changes to the Articles and ByLaws. That packet included summary explanations of those changes and the reasons for those changes. We will not repeat those detailed reasons here. Responding to questions, comments and objections, the RSFA Board President also sent, or otherwise posted on the Association website, four different responses to those inquires. A copy of each response is attached to this Open Letter for your reference if you did not happen to receive same. The President’s responses were defenses to negative inquiries.

Our Open Letter is designed to promote the proposed changes to the RSFA governing documents; and, we request you cast your ballot by the October 5 deadline. To date, only 26% of eligible voters have sent in their ballots. Perhaps this poor response is a function of the amount of material you have to read and digest. We’ll try to make the voting choice simple.

TWO VOTES FOR EVERY BUILDING SITE

Background:

Until 1979 each Covenant building site (parcel) was entitled to one vote. A settlement of a lawsuit, Ritt v. Rancho Santa Fe Association, was evidenced by a Declaratory Judgment – a consent decree – whereby those parcels held in joint tenancy or a marital trust were given two votes All other parcels remained with one vote. The membership did not get to vote on this matter. The RSFA was required to amend its ByLaws accordingly, again without a membership vote. Overnight those jointly-held properties enjoyed a 100% increase in voting power. All this without a membership vote.

In 1995 the state Legislature passed the Davis-Stirling Act. This law, dealing with Homeowners Associations (HOA) and HOA owner rights, required that all parcels within an HOA have equal voting rights. Several years ago a committee of the RSFA, similar to our GDC, recommended changes to the ByLaws to bring them into compliance with the Davis-Stirling Act. The RSFA Board at that time declined to act.

Last summer, 2015, the RSFA Board charged our GDC with reviewing our governing documents and to make recommendations for changes therein. We conducted two public meetings, solicited inquiries, prepared literally dozens of drafts and various iterations of amendments, and finally presented the Board with our recommended amendments to the Articles and ByLaws.

Although the GDC was focused on the equal voting rights issue, we had to make other recommended changes such as the redefining of the term “member”, clarifying who was entitled to membership privileges, requiring Board members to be equity-owner residents, and redesigning an antiquated Special Meeting of Members section of the ByLaws. These changes and others have been addressed by the President’s responses. You are encouraged to read those responses – attached.

The RSFA Board, including newly elected Directors, voted unanimously to adopt the GDC’s recommendations and to have the membership vote on the amended Articles and ByLaws. Two members of the Current RSFA Board are themselves attorneys and have independently endorsed the proposed changes. With the present Board urging you to vote “YES” and our GDC urging you to vote “YES”, that alone should give you assurance the changes are in the best interest of the RSFA. We do not have a hidden agenda.

Need for the Proposed Amendments:

The five attorneys on the GDC, with a combined professional experience of over 150 years, recognize that if there is no equalization of voting rights among the Covenant building sites – as is required by state law – the RSFA will be buying a lawsuit challenging the current inequitable treatment of Covenant property owners. As Covenant members you have this opportunity to control your own destiny. A lawsuit places the fate of the RSFA in the hands of the courts, with attendant costs and unknown collateral results. You lose control and again someone else makes decisions for you.

Let’s do the right thing: treat RSFA property owners equally. Give the singleton property owners – those who hold title in a single name or a single entity -- the same voting power as the doubleton owner – joint tenants and marital/family trusts.

Thank you for voting. Please vote “YES”. Get your ballots to the RSFA by October 5.

David Moon
Kris Charton

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