The Rancho Santa Fe Post

Important Message About RSFA Articles & Bylaws

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September 15, 2016

Dear Member,

When we started reviewing the Association Bylaws nearly two years ago, all of us on the Governance Committee recognized that a great deal of mistrust existed between the Association Board and a number of RSF homeowners and homeowner groups. Because of that we decided to focus our changes primarily on making the voting process fairer and ensuring all of our processes and governing documents were consistent. We felt that by narrowing the scope of the changes, we would limit the resistance and controversy.

Boy, were we wrong.

Two weeks ago we mailed out the final Amended and Restated Articles of Incorporation and Bylaws for your review and approval. Since then, a somewhat coordinated campaign of misstated facts and negative messages has been underway in our community with the goal of getting as many of you as possible to vote against our recommended changes. It is perfectly within the right of any homeowner of our community to voice their opinion and do what they can to convince others to share that opinion. That is what this whole process is about.

But, this is a complicated subject and we feel that many of the "facts" you are hearing are misleading or not really "facts" at all. As examples:

  1. Some Members are being told that, in the case where two spouses each have a vote now, one will lose their vote. This is not true. In fact, one of the main things we are trying to change with these revisions is that, in many households now, because the title is held in a partnership, corporation or other entity, only one individual can vote. This will not be the case going forward.
  2. Some Members are being told that our revisions will increase the number of condominium units eligible to vote, which is currently two. This is not true. The limitation of two voting units per condominium association remains unchanged. In keeping with our desire to make voting eligibility fairer, we are doing exactly what we are doing with non-condo properties, namely we are giving two votes to each of the eligible units.
  3. Some Members are being told that if they are a Golf Club member and move out of their Covenant property and rent their house to someone else, they will lose their membership in the Golf Club. This is not true. This is not the intention nor has it ever been the intention of the Governance Committee or Board. Membership in the Golf and Tennis Clubs currently does not depend on residency just ownership of property and, although the proposed Bylaws state that “residents” are entitled to all the privileges of membership (other than voting), the proposed Articles are clear that rights to membership in the Golf and Tennis Clubs are determined by the governing bodies of those Clubs, subject to the approval of the Association Board. It has always been our intention, openly stated, that the Bylaws and Plans of Operations of the Golf and Tennis Clubs be amended so that both current and future membership eligibility remain the same as today. To reaffirm the position of the Board, the Board will pass a Resolution at the Oct. 6 meeting to this effect.
  4. Some Members are being told that if you are Member and rent your house and move outside the Covenant, you will lose your voting rights. This is not true. Voting is determined by ownership not residency.
  5. Some Members are being told that our revisions will make it much harder for Members to call a Special Meeting. This is not true. It is true that the requirements to call a Special Meeting have changed. Under our revisions, signatures from 5% of Members will be necessary instead of the 100 signatures required currently. We changed this requirement to be more in line with the CA Corporations Code. But, with an estimated membership of approximately 1,900 now, the actual minimum number of signatures required by our revisions is less than what is now required. Under the current Bylaws the only action that can be taken at a Special Meeting is an in-person vote on whether to send out a written ballot, a cumbersome and lengthy process. It is true that the quorum requirement for attendance at such Special Meeting is currently 75 Members and a vote of only 38 would be required to send out ballots to all eligible voters, but it would be a majority of ballots ultimately received that would determine the outcome. Under the proposed Bylaws, the Board may cause the vote at a requested Special meeting be taken by mail-in ballot or at an in-person meeting. Under the proposed Bylaws, if the Board calls a requested Special meeting in-person, 20% of the Members must attend for a quorum to be present. If the Board decides to conduct the requested Special Meeting by a mail-in ballot, 1/3 of the Members must vote for a quorum to be achieved. The Board believes that these higher hurdles of participation is appropriate for any action by the membership. It is doubtful that a Board would ever elect to have an in-person meeting rather than a mail-in ballot for both reasons of fairness and logistics.

Having gone through the myriad of reviews and meetings that the Governance Committee has conducted over nearly two years we have a special appreciation for the difficulty you might have in understanding these complex governance issues. We recognize that most of you are hearing lots of concerns expressed, appropriate or inappropriate, and may lack the background or time to sort out whether they are true.

As has been the case throughout this process, all of us on the Governance Committee are available to answer any of your questions, no matter how simple or complex. But, in the final analysis, we recognize that, for most of you, your vote will come down to an issue of trust.

We want to assure you that, throughout this arduous process, there was no intent by our Committee to take away any rights, voting or otherwise, from RSF homeowners. In fact, our intent was just the opposite. We want more eligible people to be able to vote and we want any actions our elected officials take to be consistent with the Davis-Stirling Act, the CA Corporations Code, and any other appropriate laws or regulations, recognizing that hasn't always been the case in the past.

Thank you for reading through this letter, and I hope it helps you make a decision to VOTE YES, if you have not already done so.


Fred W. Wasserman
RSF Association President
and Member of the Governance Committee