GOLDEN PROXY
Several people dashing into Plaza Market said in passing, "I've already signed it," as they darted past our table. True, they had signed our petition several months ago, but not our GOLDEN PROXY. The GOLDEN PROXY is our new effort to change the bylaws. If you have not signed a GOLDEN PROXY we need you to stop by our table. John and I are planning to man that table all week. Next time you need something at the store, we will be there with our GOLDEN PROXY. We need 1250 signed proxies to be successful in our effort
We discovered that most female association members know their lot numbers where most men don't. Could that be that the ladies make out the monthly check for dues or CSD fees? It seems that as far as the association is concerned, the lot number is the most important index.
One neighbor who signed a proxy early in the day returned to the market several hours later. I kidded him that he must have forgotten the beer; his earlier wheeled-out cart looked like a barbeque was planned. "No," he said, "bread crumbs." I can certainly identify with that, having made several panicked runs to Plaza to buy that one ingredient that was mandated by a particular recipe. The usual request from my bride starting out: "Honey will you run to Plaza and..." Thank God Plaza Market is there.
Spending these last days collecting signatures reconfirmed my belief that we do in fact live in a very unique place that is a little slice of paradise, and it's the people that make it so.
More tomorrow.
- George Roper's blog
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Member since: 08/07/2007
George has asked me to write a narrative of how this NEW petition and NEW election process will work. It got rather lengthy, so I'm going to break it up into chapters and post it one piece at a time.
Chapter 1
THE ADVISORY VOTE THE BOARD IS IGNORING
(or, why we’re doing this again)
Last October the committee presented the Board with a petition signed by 23 percent of the membership calling for an advisory vote on whether participation in RMA cable TV should become voluntary. http://www.ranchomurieta.com/node/2506
The hope was that the Board would respond to the desires of the membership expressed by that nonbinding referendum. The Inspector of Elections' count revealed a landslide: 78 percent for optional, 22 percent for keep it as it is. In total 44% of the memberships voted, a VERY large response rate
78-22 is a blowout. The Board is not responding to that clear expression of the will of the membership, offering various excuses. Director Dick Cox is reported as saying to ranchomurieta.com: "I think it's great that this committee got together and is going to do this and force this board to do something," Cox said, “there aren't enough votes on the board to make the cable system optional. This board is not going to do anything about making this cable optional, in my opinion, so I'm glad to see you guys are taking the action you're taking. It's too bad you have to. I think the membership has spoken on this issue.”
806 households - more votes than most directors received when elected - voted for Freedom of Choice. That's over 1/3 of the total membership. If those 806 "yes" votes are joined by another 365 like-minded members, the MEMBERS can set corporate policy and deny the Board the power to include TV charges in your involuntary dues BY AMENDING the BYLAWS.
In the next post I will lay out how the special meeting and proxy voting processes work. Meanwhile, you can vote via your golden proxy by stopping by the Plaza Foods this week through Sunday May 4th.
Member since: 08/07/2007
Chapter 2
THE BYLAWS AMENDMENT
(or, how it all works)
THE SPECIAL MEMBERSHIP MEETING
The RMA Bylaws spell out procedures by which the members - NOT just the
Board - can call a special meeting of the membership and initiate an
election on proposed amendments to the Bylaws, analogous to how
initiatives are placed on the California ballot by petition. Saturday
morning we started circulating a petition to do just that. Our Bylaws
require the signatures of 5% of the total membership of 2,340 (117
memberships) to demand a special meeting and a vote. We have already
met that goal and gathered more than enough signatures to call the
meeting. So there WILL be a special membership meeting. The next step
is to get at least 1,171 yes votes on our golden proxies.
The powers of the corporation (RMA) over you, your land and your
pocketbook are derived from the CC&Rs, which say the Board's
governance powers are those stated in the Bylaws. Corporations Code
section 7210 says the powers of the Board to make corporate decisions
are "Subject to...any limitations in the articles or bylaws relating to
action required to be approved by the members (Section 5034), or by a
majority of all members (Section 5033)."
THE BYLAWS AMENDMENT
The proposed amendment, quoted below, exercises that legal power of the
membership to require specified actions to be approved by a vote of a
majority of all members before the Board can take the specified action.
It would add to the Bylaws section which states the Board's general
powers the following two sentences:
"Effective January 1, 2009 The Association may provide television
service to its members solely on an optional, voluntary basis. All
costs of providing television service, including maintenance and
equipment must be borne solely by user fees paid by voluntary
subscribers, and may not be subsidized with regular assessment revenue
unless approved by the members by the affirmative vote by written
ballot of a majority of the Voting Power of the Association."
To fit the Corporations Code provision allowing the members to limit
the Board's discretion, the limitation is phrased in terms of a
requirement that the Board obtain the membership's approval before it
can ever again use dues money to operate the TV system, thus requiring
them to operate it, if at all, with VOLUNTARY subscription revenues. It
will take a majority of the entire membership, not just a majority of
those voting, to adopt this Bylaws change. The Board can undo it at any
time by obtaining a similar majority vote of the entire membership to
either approve the action or remove this provision from the Bylaws.
The amendment does NOT require RMA to shut the system down. That
decision is left to the discretion of the Board. They are free to adopt
any business plan which does not depend upon subsidizing cable TV's
operations by sucking dues out of members who don't want to buy TV from
RMA.
The amendment also does not interfere with the Board's discretion to
maintain this purported "asset," nor to reserve for it, nor to expend
its existing reserve account allotment on ongoing replacement of
failing aged components. This deliberately accommodates their
insistence that they are legally obliged to do those things and that
those things are necessary to the effort to unload the system to some
other TV provider. The amendment merely restricts their discretion to
keep pumping YOUR DUES into its OPERATION unless they can persuade a
majority of the membership to restore that power to them.
The amendment does not mandate that dues be reduced. Civil Code section
1366 protects the Board's power to raise dues up to 20 percent per year
on their own no matter what the Bylaws say, so it is impossible for the
members to mandate and enforce a dues decrease in the Bylaws. What the
Board does about the fact the dues are thirty-something too high is a
political and business decision for the Board to make, and there will
be director elections this fall.
The amendment does not take effect until January 2009 so that the Board
won't have to make this adjustment in the middle of a budget year. We
are starting the process early in the year so that the outcome of the
vote will be known in time for the Board to have that knowledge when it
starts preparing next year's budget in the next few months.
More to come in Chapter 3, “The VOTE” or what that golden Proxy does,
meanwhile, John and George are at the Plaza with plenty of Proxies
available to sign.