Chronicles
From the MyRSF.net archives of the Email Chronicles
RSFA Board Meeting Preview & My AI Assistant
Author: Phil Trubey
Date: March 8, 2026
Hello, Phil Trubey here, sending an occasional email about RSF.
RSF Association AI Assistant
You folks really worked over my RSF Association AI Assistant tool (https://myrsf.net, just select HOA Assistant from the menu or home page). Many good questions were asked and it appears it has helped a lot of people understand our rather complex set of HOA rules and regulations, not to mention superseding California law.
Bear in mind that the tool can only answer questions about rules, regulations and laws. It does not have information about personnel, who's on the Board, where we're at in our Board election cycle, etc. Creating an AI assistant that has access to that information would be helpful, but that's something that the Association should provide since it's information that can change frequently. Frankly, I'm looking forward to a world where websites are simply a form to ask AI a question. We aren't far away from that.
Also, I noticed that my tool had some knowledge holes in its provided document set. Today I added a new document that informs it of California laws relating to licensed residential care facilities and real estate signage. So if you were curious about those topics, ask it again and it'll provide a more comprehensive answer.
Finally, remember that any AI tool should not be trusted to be 100% accurate 100% of the time. I would estimate that the tool gives a completely correct answer about 95% of the time. So if you're wondering why the Association hasn't implemented something like this yet, that's partly the answer.
By the way, humans don't give 100% correct answers either, but that's a discussion for another time!
Thursday's Board Meeting Preview
There's some rather interesting agenda items in this upcoming Thursday's Board meeting.
Another Art Jury Vacancy
The Art Jury has yet another vacancy. Last year's five person Art Jury had two people term off in December, and another member who resigned early, leaving only two continuing Art Jurors for the new Art Jury installed in January. And now, one of those continuing Art Jurors also resigned. The Association is now recruiting for another member, but we'll end up with four fairly brand new Art Jurors on the Art Jury.
Variances
Speaking of which, the Art Jury has recommended two variances to the Board this meeting. A variance is when an applicant is asking for something that is disallowed in our Regulatory Code. The Regulatory Code is a 150 page Board-created document detailing HOA rules over and above what is contained in our CC&Rs (which we call the Protective Covenant). As such, the Board can decide to give applicants a waiver, called a variance, from these rules.
Lot Split Below 2.86 Acres
The first variance is to allow a property owner to split their 4.83 acre lot into 2.46 and a 2.37 acre lots, below the Regulatory Code minimum of 2.86 acres for that neighborhood. You can read about the rather complicated set of restrictions the Art Jury imposed here (RSFA login required).
Gateway Project: Reduce Parking and More Lot Coverage
The Gateway Project is a loooong simmering proposed redevelopment of the village gas station and empty triangular lot behind it. They initially proposed a commercial office building with a grocery store over 10 years ago (click here to read relevant RSF Post articles through the years). After the commercial property market collapsed, they proposed a memory care facility. Their latest proposal appears to keep a proposed grocery store but is mostly a Multi-Family Residential Development. Unknown from the staff report whether that would be condos or rented apartments.
Seems that the Art Jury still needs to "review the remainder of the project as proposed, including exterior aesthetics, bulk, mass and architectural articulation", yet is recommending two significant variances for the revised project.
The project requires 49 parking stalls according to calculations in our Regulatory Code, but the developer is asking for only 41 spaces.
Additionally, the Regulations require village buildings to have a Floor Area Ratio of 0.6, while the developer is asking for a 0.93 ratio, a more than 50% increase. Floor Area Ratios are a measure of the total floor area of all stories of buildings relative to the lot size. It's a measure of overall building bulk and intensity.
Click here to read the staff report concerning these variances.
I'll just note that while this developer is dangling the prospect of a grocery store, my understanding is that it is commercial space and while he may try to attract a grocery store, it may not end up being one. It also won't likely be the size of what Stumps used to be (which was about 10,000 sq ft).
Comments
Absent from both of these Art Jury variance requests to the Board is why they recommend these variances. I hope the Board asks a staff member during the meeting that question because without knowing why, it just looks like the Art Jury is throwing out variances like candy here, but hopefully they have good reasons.
Board Resolution Exempting Association Sponsored Projects
The resolution that modifies how Association sponsored development projects interact with the Art Jury is on the agenda for the third Board meeting in a row. Hopefully this time they won't punt discussion and actually debate it.
Let me cut to the chase. If the Board adopts this resolution, they will be setting themselves up for a legal challenge on the very next Association-sponsored project where they use the procedures in the resolution. And they will very likely lose such a legal challenge costing enormous time and money.
We've been here before. The Golf Club ended up spending around $1M in extra costs due to what I considered a frivolous legal challenge relating to the 2020-2021 major golf course remodel. The specifics are complex and I get a headache trying to explain the ins and outs of the case, but suffice it to say that the Association is similarly exposing itself to a legal challenge that it would likely lose under this resolution. There is enough anti-golf course animus in this community that the next golf course project, were it to use this resolution, would be a sitting duck.
My AI Tool's Analysis
I recently realized I could paste the entire resolution text into my AI tool and ask it, based on the Association's governing documents and California law, if it is legal and enforceable. I then asked it a follow-on question regarding a legal theory a certain unnamed lawyer has presented to me, so read that too. Here's the result.
Question: Here's a proposed Board resolution. Is it legal and enforceable: <text of Board resolution>
AI Answer:
Summary:The proposed Resolution 2026-XXX, which establishes a modified Art Jury review and appeal process for Association-sponsored projects, is not fully legal or enforceable as written. While it attempts to address a real conflict of interest (the Association acting as both applicant and appellate authority), it cannot override or bypass the explicit appeal and hearing procedures required by the Protective Covenant for all applicants, including the Association itself. The Protective Covenant’s procedures are mandatory and cannot be altered by Board resolution.
Analysis 1. Protective Covenant Requirements- Par. 46: Requires that all improvements within the jurisdiction of the Association receive approval of the Association with the written advice of the Art Jury.
- Par. 66 & 67: Establish a mandatory appeal process for any applicant aggrieved by an Art Jury decision:
- Mediation overseen by the President.
- If mediation fails, a public hearing before the Board.
- The Board may modify the Art Jury’s decision only by a 4/5 vote and only under specific findings (undue hardship, no harm to neighborhood standards, or Art Jury bias).
There is no exception in the Protective Covenant for Association-sponsored projects. The language is broad and applies to “any applicant” or “petitioner,” which includes the Association when it acts as an applicant.
2. Attempted Modification by Board Resolution- The proposed resolution seeks to substitute a multi-step negotiation and review process in place of the formal mediation and appeal process required by Par. 66–67.
- It does not provide for the required mediation or the right to a public hearing and Board appeal as specified in the Protective Covenant.
- The Board does not have authority to amend or override the Protective Covenant by resolution. Only a formal amendment process (typically requiring a member vote) can change the Protective Covenant.
- Protective Covenant takes precedence over Board resolutions (see instructions and legal hierarchy).
- Davis-Stirling Act (Civil Code §4205) confirms that CC&Rs (here, the Protective Covenant) control over rules or resolutions in case of conflict.
- The resolution correctly identifies a conflict of interest when the Association is both applicant and appellate authority.
- However, the solution cannot be to bypass the Protective Covenant’s required process. If the Board believes the process is unworkable, the proper remedy is to propose a Protective Covenant amendment for member approval.
The proposed Resolution 2026-XXX is not fully legal or enforceable because it attempts to substitute a new process for the explicit Art Jury appeal and Board hearing procedures required by Protective Covenant Par. 66 and 67. The Board cannot override these requirements by resolution. Any change to the process for Association-sponsored projects would require a formal amendment to the Protective Covenant, not just a Board resolution.
Citations:
- Protective Covenant Par. 46, 66, 67
- Davis-Stirling Act Civil Code §4205
If you have further questions or would like guidance on how to propose a Protective Covenant amendment, please let me know.
Follow on Question: What about a legal theory that California corporate code allows a Board to adopt procedures for running itself? Can't the Board bypass an HOA's CC&Rs this way?
AI Answer:
No, the Board cannot bypass the Protective Covenant (the HOA’s CC&Rs) by adopting its own procedures under California corporate law. Here’s why:
1. Hierarchy of Authority- California statutes (including the Davis-Stirling Act and Corporations Code) control over any conflicting HOA documents.
- Within HOA documents, the Protective Covenant (CC&Rs) takes precedence over bylaws, which take precedence over Board resolutions or rules.
Source: See instructions and Davis-Stirling Act Civil Code §4205.
2. Corporations Code Powers Are Limited by Governing Documents- Corporations Code §7140 (referenced by Davis-Stirling Act Civil Code §4805) gives nonprofit boards broad powers to manage the corporation, unless the governing documents provide otherwise.
- The Davis-Stirling Act and the Corporations Code both make clear that a board’s authority to adopt rules or procedures is subject to the limitations in the CC&Rs (here, the Protective Covenant).
Source:
- Davis-Stirling Act Civil Code §4805(a): “Unless the governing documents provide otherwise…”
- Bylaws Article IV, Section 2: Board powers are “subject to limitations set forth in the Rancho Santa Fe Protective Covenant, the Articles of Incorporation of the Association, these Bylaws and law…”
- The Board may adopt rules and procedures for its own operations, but it cannot adopt rules that conflict with or override the Protective Covenant.
- If the Protective Covenant specifies a process (such as the Art Jury appeal process), the Board must follow it. Any change requires a formal amendment to the Protective Covenant, typically with member approval.
Source:
- Davis-Stirling Act Civil Code §4205: “In the case of a conflict between the governing documents, the following order of priority shall apply: (1) The declaration [here, the Protective Covenant]… (4) Operating rules.”
- California courts and statutes are clear: The CC&Rs are a contract among the members and the association. The Board cannot unilaterally change or ignore them by adopting a resolution or internal procedure.
- The Board’s power to “run itself” is always subordinate to the requirements of the CC&Rs.
No, the Board cannot use California corporate law as a basis to bypass or override the Protective Covenant (CC&Rs). Any Board-adopted procedures must be consistent with, and cannot conflict with, the Protective Covenant. If the Board wishes to change a process set forth in the Protective Covenant, it must pursue a formal amendment process as required by the governing documents and state law.
Citations:
- Davis-Stirling Act Civil Code §4205, §4805
- Bylaws Article IV, Section 2
If you need more detail or have a specific scenario in mind, please let me know!
Silvergate
About 10 days ago, the Silvergate developer sent to his mailing list notice of a major redesign. I've linked the email here for those that aren't on the mailing list.
Silvergate will be presenting in front of the Art Jury this coming Tuesday, presumably with these updated plans.
And yes, this means the developer won't be seeking annexation of the non-covenant parcels. Whether that is a good or bad thing in the end depends on what he will do with them and what the County allows since they are outside RSFA's jurisdiction.
Previous emails, Rancho information, poll results, and the old RSF Post archives available at myrsf.net. If you aren't on my email list and want to receive my occasional scribblings, go to this web page and click on the "click here to subscribe" link after the preamble. To unsubscribe, click the link below.