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Dorothy Nordeen's picture
Joined: 05/19/2008
Posts: 9
Governing Documents

Although I am perfectly happy with Rancho Murieta TV, I attribute the following comment to the subject. It takes a super majority of the RMA membership to change our governing documents (CC&Rs, Bylaws). It took only seven Rancho Murieta Board members to enact an agreement that prevents us from doing that.  This conclusion was reached by the attorneys whose opinion was sought by the current RMA Board.The attorneys’ opinion letter, citing the many documents that support the opinion, was recently forwarded to the membership.  One striking headline in the letter states: Governing Document Amendment Cannot Circumvent MBA.  There you have it.  Seven Board members struck down the membership’s ability to amend our own governing documents.  As a long time opponent of the MBA, were the conclusion not so devastating, I would find it almost comical.

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Dorothy Nordeen's picture
Joined: 05/19/2008
Posts: 9
To those of you who are not

To those of you who are not aware of the letters MBA, they do not stand for a Master’s Degree in Business Administration (as I had first thought when it was published)! This is a Development agreement. It was approved by a prior RMA Board of Directors without vote or even input from the community.  Although the letters stand for Mutual Benefit Agreement, it is far from mutual.  As the opinion letter states on page 3, the AGREEMENTS ARE FOR THE BENEFIT OF THE RANCHO NORTH PROPERTY.  The Rancho North Property is the area not yet developed and that is not, and does not plan to become, part of our Homeowners Association.  The AGREEMENT made it possible for developers to build in Rancho Murieta and enjoy our amenities; indeed, have RIGHTS to our amenities in perpetuity.  Apparently we must provide for the developer, whether we wish to maintain amenities or not.

Basically, our prior board made deals with the developers, at a loss to the residents, and once again it's coming back to bite us.

Chuck Lentz's picture
Joined: 08/07/2007
Posts: 116
TV

Next step?? New Manager!  Seems he is Pro rather than  knowledgable.  We have played this game a long time.  Dipped in many times rather than using it to support what it was for???

Courious??  Seems like the National Social Security nonsense.

Comments??

Wilbur Haines's picture
Joined: 08/07/2007
Posts: 474
Chicken Little

Good to hear from you, Dorothy! To those who don't know, Dorothy fought fiercely to resist the 1997 "Letter Agreement" which settled the RMA-PTF lawsuit, which restored some much needed lost revenue streams but also  conceded the fundamental evil in the MBA (access to everything we have without annexation or architectural control, guaranteeing RMA only a cost sharing contribution in lieu of dues). But Dorothy was outvoted by her colleagues, who approved that 1997 deal which sealed our fate on access, facility sharing and non-annexation, and led inexorably to an MBA, which the court settlement agreement said must be worked out and agreed to or the much less advantageous Letter Agreement would itself become the enforceable judgment of the court.

The good news, Dorothy, is that they're blowing smoke about the MBA preventing the RMA membership from amending their own bylaws or changing RMA's TV business plan to an optional service. The MBA does NOT say RMA basic cable HAS to be mandatory for every member. And certainly it does not disenfranchise members from their right to amend the bylaws. This is a bluff coming from a Board which does not want the members to vote on their own fate because they don't want to have to deal with the inevitable result of the vote.

All that the MBA does which impacts cable and freedom of choice is two things:

(1) The math which figures the New North's "in lieu of dues" contributions to RMA for shared facilities has a formula for the basic cable component which assumes - not requires, but mathematically assumes as a baseline figure, the basic cable cost incorporated into RMA dues. So that formula just needs to be rejiggered to be based upon the subscription fee actually paid by optional RMA subscribers, which is consistent with what the original 1989 Cable Agreement says and is what other language in the MBA says as to the PTF's other properties. That's all. Somebody just needs to sit down with the New North developers and rework that formula. They don't give a rat's tail what the charge is so long as TV is available so they can sell houses, and it actually would help their sales if TV charges disappeared out of New North dues (which they have to disclose when trying to sell houses) and instead became an optional thing homebuyers bought for themselves if they want it, like it is in the rest of the free world. And that formula has to be rejiggered anyway, because it is expressly based on them paying for RMA's 2001 basic cable product (only), and RMA has since then vastly expanded the lineup and the costs of basic cable, and can't provide them with what the MBA definition of "basic cable" describes. 

(2) The MBA, and the 1989 Cable Agreement predating all of this stuff, DO commit RMA to provide cable TV to the surrounding properties unless under the terms of the Cable Agreement arrangements are agreed upon to  substitute another provider.  So the one thing RMA's counsel's "Chicken Little" letter is correct about is that the Board's Plan B idea to sell or transfer the system couldn't be consummated without getting the developers on board to agree to a substitution of providers. And of course the developers would be delighted to have a "real" cable company serve their new properties instead of us. Strangely, as far as we are down this road, RMA still hasn't picked up the phone and talked to them about this. Unfortunately, the Board, despite saying many times for many months how important it was to move forward with Plan B negotiations, failed again last night to decide who would make that contact, booting that simple question even further into the future. It's tempting to conclude that either the Board isn't as serious as it says about finding a "Plan B" way out of the business, or it's simply paralyzed.

Myrna Solomon's picture
Joined: 07/31/2007
Posts: 427
New Manager?

Myrna Solomon

Dear Chuck, I'm not sure how you got from what Dorothy was talking about with the MBA to accusing David Shifter of being "Pro" rather than knowledgeable. Do you have any proof of this insinuation you made? Certainly David has invested countless hours since being hired as Manager in working as a part time cable manager because the previous Manager had hired an incompetent cable manager, so he does have a reason to want the cable to work, but in my experience, he is incredibly knowledgeable. What happened with the Board that approved the MBA has absolutely nothing to do with our Manager now. You have lived here long enough to remember how we were all railroaded by certain board members at the time, and certainly remember vividly that Dorothy was one who didn't want this at all. David and the board are just messengers of the facts, so don't shot the messenger please!!

Myrna Solomon

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