| Filed under

With no fanfare or explanation, the Country Club announced Wednesday that its slate of candidates for the fall election is being expanded to include a 13th member, Vince Lepera, the club’s president. His presence figures to make the election a referendum on whether the club should file for Chapter 11 bankruptcy.

After the announcement, Lepera said he had filed the candidacy papers by the Aug. 22 deadline and didn’t agree with the club’s initial decision that he was ineligible.

That decision was made, and unmade, by Chris Pasek, a club director and head of its Nominating Committee. Speaking Wednesday, she said she first interpreted the bylaws one way, prohibiting Lepera’s candidacy, and then changed her mind in consultation with other directors.

Section 6.03a of the club’s bylaws says:

Directors may serve for two (2) consecutive terms plus any part of an appointed term created by a vacancy. Once a Director has completed two terms plus any part of an appointed term of service, s/he will be ineligible to seek re-election to the Board for a period of one year. (Proviso – this does not become effective until 2010.)

Pasek said Lepera was elected to back-to-back terms from 2006 through 2011 and then appointed to an unexpired term in April 2012 and won election for 2014 through 2016.  Therefore, she said, for the period since 2010 Lepera was “elected, appointed, elected” and did not hold two consecutive terms.

The first list of candidates, announced Friday, had been delayed 48 hours due to challenges to the eligibility of two candidates whose membership standing was in question. In the end, the two were allowed to run.

There are six seats up for election on the nine-member board, twice the usual number, because last year’s election was suspended due to the expected sale of the club, which has come to nothing.

Lepera announced the possibility of a Chapter 11 filing at a club board meeting, with 75 members on hand, earlier this month.

“I made a promise to the members and the board that we could put together the best deal possible for someone to acquire the club,” he said Wednesday. “That’s what’s in my board position; that’s why I want to run. We can get it across the finish line and still make sure it’s the best deal possible for the club to move forward.”

He said there are deals out there to be made, but they all require addressing the situation with the Operating Engineers Local 3 pension fund, which is woefully underfunded. The union has told the club its share of the shortfall will be more than $3 million, which will come due if the club is sold or tries to separate from the union.

Lepera is one of three directors whose terms expired last year but who continued in the posts awaiting the club sale. He said he is running for one of the seats in this year's election, not a seat available from last year's election.

Ted Hart, who introduced a slate of six candidates at the recent board meeting, said he wanted to know how the club had reached its decision to allow Lepera to run. Saying he was only speaking for himself, Hart said, “After 10 years of being off and on the board, nobody seems to be able to figure out whether (Lepera) was eligible to run or not.”

There are a couple of member petitions circulating.

One, being circulated by Greg Baugher, asks the board to change its stand on not seating all six of the new directors immediately after the October election. The other petition, by Nihat Hanioglu, also asks for all six to be seated immediately and that in the meantime the present board recuse itself from filing for bankruptcy.

The attachment below is Wednesday's announcement of the candidate list.

AttachmentSize
PDF icon Country Club candidates, Aug. 30120.85 KB

Chris Woods's picture
Joined: 06/15/2016
Posts: 16
Post rating: 12

Resident Board Member

Shouldn't be elegible to run for the Board of Directors, if you don't live in Rancho Murieta. Someone who doesn't live here has no real vested interest. They can make decisions that won't affect themselves personally or financially.

C L Woods

Les Clark's picture
Joined: 08/06/2008
Posts: 30
Post rating: 28

The voting members adopted

The voting members adopted the language of Section 6.03 (Terms of Office) for a reason, to limit the terms of Directors.  The current Board and it's President do not have the (moral?) authority to sanction an alternative reading of that intent, hinged on one word in the first sentence, (concurrent) and ignore the plain meaning and intent of the second sentence.

"Once a Director has completed two terms plus any part of an appointed term of service, s/he will be ineliible to seek re-election to the Board for a period of one year."

Doing the same thing over and over, and expecting different results is indeed close to the definitiion of mental impairment.  The idea of Term limits is rooted in that concept.  The members wanted Term Limits, and twisting that plain intent to suit some other purpose leads to questions of the motivations of those who profer that interpretation.

Voting members should also be questioning the Boards assumed authority to unilaterally change the election procedures, splitting it into two separate events, without the consent or even consultation of the voting members.  

In addition, voting members should seriously evaluate all the candidates to determine if they might hold positions that are overly sympathetic to 'union' interests.

Al Dolata's picture
Joined: 08/09/2007
Posts: 94
Post rating: 129

Authority of the Board

Of course the board of the country club has authority to interpret and apply the language of the bylaws.  That is what a board is for.  The club is not run by a committee of the whole, nor cold it be, or else we would spend most of our resources on elections.  And yes, sometimes a result can turn on the use of a single word or phrase.   That would seem obvious. Beyond that, the current application in question, right or wrong, has precedent.  Like our own great U.S. constitution, the club's rules can be a challenge to interpret.   It is probably bad form to question the "morality" of those doing their best.

Al Dolata

Les Clark's picture
Joined: 08/06/2008
Posts: 30
Post rating: 28

Authority of the Board

Yes, Board members have the auhority to interpret and apply the language of the bylaws, but consistency with the clear intent of those bylaws should be a governing factor in such interpretation.  Absent that consistency, the voting members are due an explanation from each Board member justifying an interpretation that may be obscurely justified by ambiquity in the original language, but is not consistent with the clear intent of the language.

So, let's hear from the Board members why they individually support such an interpretation.

By the way, I re-read my original comment and note that I made an error using the word 'concurrent', when the correct word should have been consecutive.

Lynn Baugher's picture
Joined: 03/08/2008
Posts: 5
Post rating: 3

Petition Concerning RMCC Board Member Election

A petition, signed by seven of the candidates for the Board of Directors, was filed today asking the Board to return to its original plan of electing all six board positions at the Annual Meeting on October 12.  Section 6.07 of our Bylaws says in relevant part that "[t]he Directors shall be elected by the Voting Members at the Annual Meeting..."  It's clear and it's mandatory and the Board can't just change it.  With three expired terms and three terms that expire at the end of the year, the membership is entitled to fill all six vacancies at the Annual Meeting.  The seven candidates who filed this petition have agreed that the three candidates getting the most votes should fill the expired terms and take office immediately, while the next three vote getters should take office later.  In addition to following the Bylaws, there is no good reason to incur the additional costs and confusion by splitting the election.  Just follow the rules.  

Greg Baugher (on Lynn's account)

  

Lynn Baugher

Jerry Pasek's picture
Joined: 12/13/2007
Posts: 135
Post rating: 191

Elections

At the last County general election, CSD had effectively two terms up for election. One was for a two year term and the other for a four year term. When registering as a candidate, the clerk asked which term of office one wished to apply for as a candidate as one could not run for both. RMCC has effectively the same situation, two terms of differing length. Hence rather than split the ballot as the county would, they have opted to establish two distinct elections one following the other and the voting members can determine the Board members for each term. Members may wish a different Board composition once they know who has been elected for the 2017 term..

Jerry Pasek

Robert Denham's picture
Joined: 10/01/2007
Posts: 78
Post rating: 66

Resident Board Member

WHAT??? According to the roster Mr. Woods is not even a member of the Rancho Murieta Country Club. I have been a non resident member of the RMCC since 2001 and paid $15,000 cash for the opportunity to join.  Yes, I have a vested interest in the success of the RMCC.  I did run for the board several years ago and found out that yes, it is difficult to be elected if you dont live inside the gates, but there is nothing that precludes the many non resident members from seeking a position on the board.  Perhaps if the thinking had focused more on gaining members from outside the "gates" there would not be the crisis the club is now facing.  

Phillip Sexton's picture
Joined: 04/01/2008
Posts: 27
Post rating: 32

Resident Board Member

Bob:

Well said on all accounts.  I have many friends who ARE MEMBERS but not residents that I would love to see them run for the board.  Thanks for your support.

Phil Sexton

Phillip Sexton

Jan Kays's picture
Joined: 05/06/2008
Posts: 115
Post rating: 111

CLUB MEMBERS

As a club member I am not sure where I stand on resident/non-resident running for the board....at this point in time....still pondering this as there are points on both sides of the issue.  HOWEVER.....I do NOT think that a NON-MEMBER of the club has any right to weigh in on this.  If you want to put your two cents in then pay up first. 

BTW....The above opinions are entirely my own not to be attributed to any other person living or dead

Al Dolata's picture
Joined: 08/09/2007
Posts: 94
Post rating: 129

Easy one

If a non resident member is best qualified, someone explain why he or she should not be on the board.  I guess it must be because we have such a wealth of talented people chaffing to run that we need more ways to limit the field.

Al Dolata

Les Clark's picture
Joined: 08/06/2008
Posts: 30
Post rating: 28

Term Limits

The Bylaws govern.  Section 6.02 states eligibility qualifications.  Nothing differentiates place of residence.  However, Section 6.03 Terms of Office contains clear intent to limit terms.  The current Board members are responsible for correct interpretation and implimentation.  The very clear intent of Section 6.03 was to limit the term of office;

"Once a Director has completed two terms plus any part of an appointed term of service, s/he will be ineligible to seek re-election to the Board for a [eriod of one year."

While it is true that the first sentence does contain the word "consecutive", that nuance should not be used to over ride the second sentence which holds the clear intent.  Each current Board member owes the voting members an explanation as to why they have chosen to allow Mr. Lepera to run once again, in stark contrast to the clear intent of the Bylaws.  Mr. Lepera stated that 7 members of the Board urged him to run.  There are 9 total members and I have heard from one  member that they definately did not urge Mr. Lepera to run.  That means that every other current Board member clearly thinks the voting members of the club who instituted Section 6.03, has no real voice in the matter.

The issue is not one of residence, but one of the clear intent of voting members to limit the terms of its Directors.  If the existing Board members have chosen to disregard the clear intent of Section 6.03, then the voting members should clearly hold them accountable in the election process.  None of them deserve a single vote, (including Mr. Lepera) unless they can provide the voting members with their justification for thwarting the will of the members.

It is time for the voting members to assure open, transparant governance of the club by reviewing the Bylaws and modifying them to clearly reign in representation.  In particular, Article IX "Meetings" should be reviewed and modified so that all meetings of the Board are clearly and properly noticed, and are held at the Clubs official place of business.

All meeting should be open to all voting members unless the (or an) agenda item is clearly identified and determined to be confidential in nature and so noticed to the voting members.  Ad Hoc meetings called by the President, to take place off club property, and without any notice to the voting members, or reporting requirements back to the voting members should not be allowed.  The voting members have a duty to hold the Directors accountable if they find any evidence of any such stealth meetings.  The vote by members to seat Directors is the ultimate accountability, 

Al Dolata's picture
Joined: 08/09/2007
Posts: 94
Post rating: 129

Term Limits

I was a member of the three person bylaws revision committee that recommended that term limits be installed ( although I voted against)..  While the committee recommended term limits, we also recommended that the then current board members be exempt from that provision, ergo, the deferred date of effect.   Vince Lepera was a then board member.  Our committee was empowered only to recommend.  I do not believe we actually wrote the language that appears in Article VI. And certainly not that which appears in Resolution 08-20.  As time has passed and Vince has remained,  I have assumed it was pursuant to the exemption we recommended.

Al Dolata

Les Clark's picture
Joined: 08/06/2008
Posts: 30
Post rating: 28

Term Limits

The exemption was an effective date 2010.  It is now 2017, electing for 2018.  Terms asre for 3 years. More than 2 terms, plus an appointed portion, which clearly is in alignment with the statement of non eligibility for one year.  

June Koefelda's picture
Joined: 08/16/2008
Posts: 5
Post rating: 3

Ineligible candidate

Director Vince Lepera does not RESPECT our Bylaws. He is ineligible to be a candidate yet he placed his name on the list. In addition Director Lepera told everyone, including the River Valley Times, that he wasn't going to seek reelection.  

June Koefelda

Jan Kays's picture
Joined: 05/06/2008
Posts: 115
Post rating: 111

QUIT BICKERING

Oh for heavens's sake. If you don't like Vince....If you don't think he is eligible....then just don't vote for him.

Greg Cannon's picture
Joined: 09/07/2016
Posts: 26
Post rating: 37

circular firing squad

Jan is right. Disagreeing with someone, or even not liking someone, is completely acceptable. Using that as a wedge is dumb. So too is excluding anyone from the neighborhood from the discussion. We need the entire neighborhood to engage, including non-members, and to realize that the loss of the club will hurt everyone's property values.

Al Dolata's picture
Joined: 08/09/2007
Posts: 94
Post rating: 129

Jan is right, but

Now that the Election Committee has found Vince Lepera eligible, the question becomes not whether you like him or not, but rather whether his unmatched background knowledge belongs on the board at this critical juncture.  Undoubtedly, Vince has the highest name recognition of any candidate.   Along with that comes high negatives, which Vince certainly knows.   Still, he is willing to stand.   I think this proves the remarkable dedication to the welfare of RMCC of which Vince has often spoken.

Al Dolata

Your comments