Rancho Santa Fe Association

“During the year the organization made significant changes to its bylaws and its articles of incorporation. These changes were approved by the board of directors and adopted by a vote of the membership. Many changes were made in order to bring both documents into conformity with the california state statutes, specifically the davis-stirling act, and to provide consistency amongst the governing documents. 1) significant bylaw changes were made pertaining to the number, composition,qualifications, authority, or duties of the governing body's voting members: a) addition of qualifications for board director include 25% direct or indirect ownership interest in a building site, 18 years of age, and continue to be a resident for the duration of their tenure. B) elimination of nominating committee to nominate candidates for the board, and requires qualification to include filing appropriate forms and individual in good standing. C) requires director be elected by a mail-in ballot at which a quorum of ballots is returned. D) changes board meetings to monthly and allows flexibility as to time and date, and increases required notice given to directors for a special meeting to 48 hours. E) integrates language from the davis-stirling act regarding notice to members of board meetings and executive sessions to 4 days and 2 days, respectively. F) adopts language from the davis-stirling act regarding the annual distribution of budget, financial reports,and policy statement. G) board shall establish and define each committee's responsibilities and procedures and supervise. H) committees of the board shall have no more than three directors as members, committee members must be members, and at least 18 years of age. I) committee's shall have no authority and are limited to providing the board with advice and counsel. J) establish an audit and finance committee as a standing committee, designates members, adoption of a charter, and meetings conducted in open except executive session items. K) establishes a compensation committee as a standing committee, designates members, chair, adoption of a charter. L) bring hearing and suspension process provisions consistent with mandated california law which has been followed in recent years. M) changes the number of days the board may set for the return of written ballots. N) changes from percentage to fixed number of vote responses necessary for a quorum, and the approval percentage to pass a measure. O) bring the rule adoption provisions consistent with the practices of the board in the past and the davis-stirling act relating to rules related to: use of the common area or of an exclusive use common area; use of a separate interest, including any aesthetic or architectural standards that govern alteration of a separate interest; member discipline, including any schedule of monetary penalties for violation of the governing documents and any procedure for the imposition of penalties; any standards for delinquent assessment payment plans; any procedures adopted by the association for resolution of disputes; any procedures for reviewing and approving or disapproving a proposed physical change to a member's separate interest or to the common area; and procedures for elections. P) gave the board and investment committee flexibility to invest in instruments other than bank deposits that allow safety and matching maturities. 2) significant bylaw changes were made pertaining to the quorum, voting rights, and voting approval requirements of the organization's membership: a) definition of a member to be the same as the articles of incorporation, elimination of membership voting qualifications (in bylaws) also covered in articles of incorporation, and elimination of voter registration. B) regarding special meetings of the members, the number of member signatures needed to call for a special meeting changed to conform to davis-stirling act, elimination of a cumbersome two-step process that required a special meeting in”

“The corporation is a homeowner's association consisting of approximately 2,000 residental lots.”

“A draft of the tax return is prepared by staff and cpa firm, presented to the audit and finance committee for review, comment, revisions, and submitted to the board of directors digitally for review prior to filing.”

“Annually all directors, officers, and key employees are required to disclose and sign a conflict of interest policy statement. Forms are then reviewed by the executive secretary and association manager for completeness and possible conflicts.”

“The organization uses market survey and professional independent analysis to determine salaries, and a compensation committee (of the board) oversees the process.”

“The organization makes its governing documents, conflicts of interest policy, and financial statements available to the members using the organization's web site.”

“The association has established an audit and finance committee that assumes primary responsibility for both selection of the auditor and providing oversight of the audit process. This committee reviews the draft audit report and management letter and makes comments or suggestions directly to the auditor. The committee is appointed by the board of directors, and membership can change from year to year. The committee typically consists of individuals with experience in finance or accounting, and whom have expressed interest in serving in this capacity. The finance committee has authority to make recommendations, but not final decisions. The committee reports directly to the board of directors.”