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Commentary: Vote yes on THCA bylaws change

May 10, 2012|By Doug Landrum

Editor's note: This email was originally addressed to Doug Cortez, in response to an email he sent.

I am the lawyer who drafted the revised bylaws for the Temple Hills Community Assn.

In the last member meeting for THCA, I heard your concerns about the proceedings of THCA. You properly raised issues of concern. I decided to volunteer my services to work with a committee to bring the bylaws into compliance with the current California Nonprofit Public Benefit Corporation Law, and to make THCA's meetings and voting procedures better by addressing concerns that you raised.

I am sorry that you believe that you were not heard on the subject of the revised bylaws. I am sorry that you have expressed your encouragement to others to vote no along with you.

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I encourage people to instead vote yes.

The old bylaws are vague on certain matters, such as the identification of who is a member and who can vote. In fact, members of a nonprofit public benefit corporation need not vote at all under California law. We on the committee believe that membership voting was intended under the old bylaws but there were differing views on who was a member and who was entitled to vote.

Because of that, we made certain assumptions as to the meaning of the old bylaws. We used analogies to other more formal associations, such as associations for common interest developments covered by the Davis-Stirling Common Interest Development Act, in effect in California.

Although THCA is not covered by Davis-Stirling, we used the closest concept under Davis-Stirling for who is entitled to vote. In that act, voting is by one vote for each separate interest owned. The closest concept to a separate interest for THCA under the act is a separate lot or unit that can be legally conveyed under the Subdivision Map Act in effect in California.

Accordingly, the revised bylaws clarify that one vote is available for one lot in the Temple Hills Area. The lots in the area covered were carefully counted and the carry over concept of a 10% quorum from the old bylaws was used. The lot count came out at 736. This results in a quorum of 74 under the old bylaws. So our voting process on adoption of new bylaws is consistent with the old bylaws and California law.

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