Vote Yes to Approve Amended and Restated Articles and Bylaws

Author: Fred Wasserman

Date: September 10, 2016

Dear Member,

Recently you should have received a copy of the proposed Amended and Restated Articles of Incorporation and Bylaws along with a ballot. If you have not yet voted, please do so immediately by mailing your ballot to the Association or depositing it in the box located in the Association office. The Governance Committee and Board of Directors asks that you vote YES to approve both documents.

These recommended changes are the result of 1-½ years of effort and more than 2000 hours of volunteer work by highly-qualified Rancho Santa Fe property owners whose only objective has been to help our community run better while meeting necessary minimum legal and regulatory requirements. Our efforts have been public and open. We have presented our thoughts at two Town Hall Meetings and a Board Meeting. We have also posted our thinking on the Association website, mailed draft documents out to members for comments, and held individual meetings with interested members. Above all, we have made dozens of changes based on the input we have received, and we thank those of you who have worked with us on this endeavor.

We firmly believe that we have now brought our Bylaws into conformity with the Davis-Stirling Act, which regulates planned communities, and the CA Corporations Code. In addition, with these changes, we are providing members of the community with equal voting rights that did not exist before and eliminating registration requirements that served no real purpose. You probably know that now, while all property owners pay assessments, some have two votes, others one vote and some no votes at all. Under the proposed Articles, each property owner will have two votes, except those that own more than one property who continue to be limited to two votes. Condominium owners will continue to be limited to four votes for each development.

Also, you should know that, since 1927, the Bylaws have been legally amended 34 times. (Recently, we learned that the 35th amendment, affecting Article VI, was never approved by the membership and, therefore, never legally adopted.) With so many amendments to review, it was a monumental task to eliminate inconsistencies that have crept in through the years and to insure conformity with various legal requirements. It required a lot of dedication by highly trained and skilled property owners and professionals.

In some instances, the Governance Committee added language for clarity, changed provisions to correspond to the Articles, removed sections that were not needed and changed or added provisions following member input. The changes made to the Articles and Bylaws are highlighted in red and green type in the enclosure in your packet. They are accompanied by two Summaries of Proposed Changes that explain the modifications.

Not surprisingly, some homeowners favor our changes and others do not. The Board and Governance Committee are aware of two emails urging members to vote no, and we are sure there are more out there. Our response to the concerns raised in these two emails may be found at www.rsfassociation.org. You may also request that the documents be emailed directly to you by calling 858-756-1174 or via email to RSFA@rsfassociation.org; or you may stop by the Association Office to pick up a hard copy of our response.

We encourage active discourse and debate on the proposed changes, but we ask members to ensure they have the factually correct information before they cast their vote. Please read through the changes and comments in their entirety. Also, if you have a question, please do not hesitate to contact any of the members of the Governance Committee, the Board or myself. We will be glad to help you in any way we can.

I want to thank all members and staff who have contributed to this project and I ask for your "Yes" vote so we can all move on to more interesting and productive activities.

Sincerely,

Fred W Wasserman
President, Rancho Santa Fe Association