NASH RANCH ROAD ASSOCIATION
Minutes of Board Meeting – Tuesday Sept 2, 2014.
Phone conference call.
Commenced at 6:32 PM. Francois Christen, Don Harris, Tom Spinardi, Bruce Wicinas.
Election of board officers
Francois: We need to elect officers, in accordance with the by-laws. I nominate Tom as chairman.
(None opposed.)
Francois: I nominate Bruce as secretary.
(None opposed.)
Francois: I nominate Don as treasurer.
(None opposed.)
Francois: I propose a maintenance oversight coordinator. I nominate myself.
Bruce: What’s the job description?
Francois: Making sure the work is executed. The bylaws require a chairman of a maintenance committee.
Bruce: But…we haven’t ever had one. Do we need it?
Tom: I’ll do it. It’s a good idea to have a maintenance committee.
(None opposed.)
Bruce: But there are so few of us, and we all already have jobs.
Tom: It can include others besides board members.
Bruce: It’s hard to convene committees. It’s hard to get people to meet. They’re maybe good for a first meeting, no more.
Re-format of the financials reports
Francois: I nominate Don to meet with Joy to determine this.
Bruce: You’re not including Paul? This whole thing was his concept. He spoke to me in July about it, that he was going to make a motion at the general meeting.
Francois: Have Paul and Joy meet and draft something. Then we will review.
I move that Paul and Joy will meet. Then Don, the treasurer, will review.
(No one opposed.)
Francois: Don to contact Joy. Does this have a deadline?
Bruce: We voted on this at the annual meeting – a time frame and budget, maximum 6 hours for Joy. This project is supposed to be done by the end of the year so it can be reflected in the financials that are mailed.
Signs
Tom: Bill asked for a “blind curve, sound horn” sign. He also asked for a “yield.” Jamie Lee asked for a “yield” at Clowe Ridge.
Francois: There’s a stop sign at Clowe Ridge.
Tom: I think “blind curve” is unnecessary.
Bruce: The need for signs is because people are driving too fast. If people heeded the speed limit sign the need for other signs would be less. Of course people ignore the speed limit sign. I suggest posting speed limit signs that suggest a reason to slow down, such as “Unsafe road. Speed limit 20.”
Don: What would owners say if we post a sign that says “unsafe road.” I don’t want to do that.
Bruce: If it encourages people to slow down the owners will be happy.
Francois: I think it’s impossible to get people to respect a speed limit.
Bruce: I’ve passed people going 35. We’re going to have an incident. Then the speed issue will get more urgent.
Francois: Instead of a sign, how about mirrors. I’ve looked at them on the Internet. About $200 a piece.
Don: I don’t think that will work. They will get covered with dust.
Bruce: People can stop and clean them a few times a season. But $200 per mirror – really?
Francois: There are about two places – above Tom’s gate on Big Meadow; and below Tom’s place.
Tom: I propose we cost it; maybe buy one. If it works maybe we can buy one each year. My thinking is, $200 is almost one load of rock.
Speed bumps
Don: I don’t think another speed bump will help.
Bruce: The existing ones have eroded.
Francois: Let’s build them up.
Bruce: The signs that say “bump” aren’t useful where they’re presently located. You’ve already hit the bump before you see the sign. It would be good to move them a little ahead of the bumps, particularly the first one off 128.
Martinez culvert
Bruce: Do we need to talk about this? There is no new information and no decision pending.
Francois: Pacific Watershed is coming up with a number for the runoff.
Bruce: The number for the runoff is a small piece of the data we need.
Francois: Caltrans gets a number and then sizes a culvert by their handbook.
Bruce: What? That’s the way we’re going to do this?
Caltrans does hundreds of thousands of culverts, so they don’t have time for more consideration of a single culvert. And cost is no issue for them.
Tom: I propose that Francois spearhead this.
Bruce: Francois said I had to go silent on this (“I find this discussion unproductive and I’m not going to continue it.”) because we’re going to get an “expert” and neither I nor he is an “expert.” Where’s the expert in this picture?
Don: Let’s form a Special Committee on this.
Bruce: A “special committee?” Do we need that? Francois and Bill are already working on this.
Don: It will show the owners we’re doing something. Francois can head this committee.
Tom: Francois can spearhead this.
Bruce: We’re confident that Francois as chairman of the “special committee” will listen to other opinions?
Francois: I want to manage the process.
Tom: Francois will organize a consultant’s report on Martinez culvert.
(No one opposed.)
n Upper Road Dues and the Second Parcel Fee
Don: Are the dues a board decision or a member decision?
Francois: It requires a change in the by-laws.
Bruce: Apart from whether it requires a change in the bylaws, it’s considerate and good politics to give prior notice to those affected that a change of fees is under consideration. The road is a community.
Francois: Do we want to increase dues on the upper road?
Bruce: The dues committee – you – said that no more than a 10% increase would be tolerated.
Francois: I propose we designate Don to make a proposal.
Bruce: Wasn’t this the purpose of the “ad hoc dues committee” which met over two years?
Francois: Yeah, that committee was no good…. It was just a bunch of people who did not want to pay more. [secretary note: the committee consisted of Judy Nelson, Bill Seekins, Nancy Mayer, Francois Christen and board liason Bruce Wicinas.]
Bruce: Such as Judy Nelson? She’s one of the few who is willing to pay more. She donated $1000 two years ago, declares yearly that the dues should be higher, and she’s the one that proposed the $25 increment for a reserve fund the upper road has been paying for three years. Do you recall that?
Francois: Bruce, have you read the by-laws?
Don: Let’s table this. I think the road is in good shape.
(murmurs.)
Bruce: Then, you perceive the upper road is so adequate it does not need increased funding?
Tom: It’s too huge an item to dump on Don.
Tom: (reviewed what was said at the annual meeting about the 2nd parcel fee.)
Bruce: I e-mailed you all a list of the second parcel holders. Dan Sicular’s proposal would nearly double the extra parcel fee. It mostly impacts old people who have owned for 20-40 years. Suppose we implement Dan Sicular’s proposal on a “going-forward” basis. Owners who subsequently acquire additional parcels have to pay according to his scheme. Present owners are grandfathered into the present scheme.
Francois: The extra parcel fee is probably illegal.
Don: I’ll look into the extra parcel taxation question.
Conclusion
Tom: I’ll be going up soon to ride the roads. Everyone is invited to join me.
Don: Riding the roads and talking to people really raises our esteem in the view of the owners.
Bruce: It’s worth recalling the best-received item of the meeting – Tom’s proposed staggered-work two year budget. Zac wanted the owners to vote on that but I didn’t think it was needed so I didn’t let that happen. Afterward Zac told me he regretted I did not allow the vote. He said he proposed a vote because it would give the plan more authority and make it hard for anyone to complain later. Thinking later about what Zac said and about what happened at the end of the meeting, I realized that people who come to the meetings like to vote. I guess it makes them feel engaged and is more exciting than just listening.
Don: We have to be careful what we let people vote.
Bruce: Votes by the owners, especially about money, need to be regarded as advisory. The money decisions should be executed by the board after hearing from the members.
Francois: That’s not according to the by-laws. The by-laws are the legal basis of our authority as an organization.
Bruce: But what legal review legitimized them? They were submitted to the court as part of the defense against Jim Gimblett’s appeal in the 90’s, but that doesn’t mean a judge went through them and approved everything about them. That suit wasn’t about the by-laws but Jim Gimblett’s dispute that NRRA had legal authority to collect any money.
Francois: Bruce, have you read the by-laws?
Bruce: The by-laws were written by John Wild, not by God. John did a good job but he isn’t all-knowing.
Have the by-laws ever been changed?
Francois: I think maybe…one time…I’m not sure…
Bruce: We comply with the by-laws to the extent we have the capacity. Not all board members are always engaged with board duties. Attendance at annual meetings is uneven.
Don: I would not be on this board if I thought my family and I were vulnerable to liability. The by-laws are essential to shield us. We must stand behind the bylaws.
Bruce: The by-laws aren’t going to protect you from being named in a lawsuit! Witness year 2001.
Tom: John Riley is an attorney, isn’t he? We need to ask John Riley about these legal issues to see if he has insight.
Adjourned 8:53
Proposed agenda – e-mailed prior by Tom
I Accounting title changes
A. Does anyone want to give input to Paul?
a. Dust Off
b. Grading
c. Rock
d. Maintenance
B. Discuss adding street signs
a. ‘Blind Curve Sound Horn”
b. “Yield” at Clow Ridge
C. Speed Bumps
a. Add to existing
b. Add a third between the existing two bumps
D. Alders blocking water way at Bridge
a. Bruce said he would look into this
E. Martinez Culvert
a. Expertise
i. Should we spend money on an Engineer
ii. Should we proceed with Pacific Watershed expertise
b. Determine drainage basin
i. Bill and Francois to walk and determine size?
c. Construct an emergency water bypass at Martinez Culvert
F. Dues Restructuring
a. Shifting money from Lower Road to Upper Road
i. Annual meeting members did not like this idea
b. Additional Parcel Tax
i. This was voted down at meeting; Ayes: 5 Abstention: 2 Nos: 12
c. Apply a Base Fee per parcel instead of Additional Parcel Fee
i. This was voted down. Ayes: 10 Noes: 12
ii. But like Additional Parcel Tax it should be discussed.
G. “I took a quick look at the by-laws and don’t think they are necessarily that limiting. Other operative language includes:” (I do not remember where I got this quote.”
H. According to John Riley
a. “Annual road assessments will be determined by the Board and will be calculated utilizing a Base fee payable by all owners of land within the outline of Nash Ranch as it is shown and defined on the attached map. . . .”
b. ‘I do think that if we sought to charge for each distinct parcel, anyone who owned more than one parcel would get a vote for each parcel they owned.’
c. If we try to implement some new fee structure, perhaps it would be a good idea to have some kind of grandfather provision if it will detrimentally impact a long-term owner.