At a homeowner information meeting on June 28, 2018, the board's attorney stated that the ballot's purpose is as the board has suggested: to remove cumulative voting. The attorney stated that for legal reasons, the ballot itself could only contain a description of the changes to be made to the governing documents and not side-by-side comparison or other analysis. The attorney did not explain why the board did not provide its own separate analysis or further explanation in its communication accompanying the ballot.
Here are the wording changes to the governing documents from each proposal and an analysis of their effect. Neither the board nor the board's attorney are associated with this analysis or this website, but anyone can reconstruct the changes shown below by following the links to the original text in each column.
Shall the Jackson Oaks Association amend its current Declaration of Covenants, Conditions and Restrictions, as amended in the proposed Second Amendment to Declaration of Covenants, Conditions, and Restrictions of Jackson Oaks Association, delivered with this ballot?
Proposal states (in brief):
NOW, THEREFORE, the Declaration is hereby amended by adding the following provision:
No deletions of text or changes to wording of existing sections.
(additions in bold like this)
PART G. NO CUMULATIVE VOTING PERMITTED
Notwithstanding anything to the contrary contained in the Articles of Incorporation of Jackson Oaks Association, filed on May 2, 1969 with the California Secretary of State, or the Bylaws of Jackson Oaks Association and any amendments thereto, cumulative voting shall not be permitted for any purposes whatsoever.
Per California Civil Code §4205, content in the Articles of Incorporation is subordinate to (i.e. is overridden by) conflicting content in CC&Rs. Per the board's attorney on June 26, 2018, proposal #1 introduces language disallowing cumulative voting to the CC&Rs in order to conflict with (and therefore override) Article 7(c) without having to obtain approval of 75% of members as required by Article 8 (instead, only 51% as required for CC&Rs).
Shall the Jackson Oaks Association amend its current Bylaws, as amended in the proposed Second Amendment to Bylaws of Jackson Oaks Association, delivered with this ballot?
Proposal states:
WHEREAS, Section 3.02 of the Bylaws of Jackson Oaks Association is replaced and amended as set forth below:
(version currently in effect as amended in 1979, proposed deletions struck through like this, highlights in bold like this)
(additions in bold like this)
Section 3.02. Election; Tenure; Vacancies.
(a) At each annual meeting the members shall by simple majority of those present in person or by proxy elect the Board for the forthcoming year(s) in accordance with 3.02(b). Each member may cumulate his votes and give one or more candidates for director a number of votes equal to the number of lots owned by the member multiplied by the number of directors to be elected. The candidates receiving the highest number of votes up to the number of directors to be elected shall be deemed elected.
(b) Directors shall serve from the time of their election and qualification until the Annual Meeting two years hence for the two electeds with the highest number of votes and for any others until the annual meeting next succeeding such election and qualification or until their respective successors are elected, or until their death, resignation or removal, whichever is the earlier; provided, however, that the directors named in the Articles of Incorporation shall serve until the first annual meeting or until their respective successors are elected. Any director may resign at any time by giving written notice to the president or secretary, and any person may be removed from a directorship by vote of the members; provided, however, that unless the entire Board is removed, an individual director shall not be removed if the number of votes cast against his removal exceeds seventeen percent (17%).
(c) Vacancies on the Board shall be filled by a majority of the remaining directors though less than a quorum, and each director so elected shall hold office until his successor is elected by the members. Upon tender of a resignation by a director, the Board shall have the power to elect his successor to take office at such time as the resignation becomes effective.
Section 3.02. Election; Tenure; Vacancies.
(a) At each annual meeting the members shall by simple majority vote of those present in person or by proxy by secret ballot, or by a simple majority vote of the members by secret ballot conducted by mail, in accordance with applicable provisions of the California Civil Code, elect the Board for the forthcoming year(s). Owners shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any lot. Cumulative voting shall not be permitted for any purposes whatsoever.
(b) Directors shall serve from the time of their election and qualification until the annual meeting two years hence for the two elected with the highest number of votes and for any others until the annual meeting next succeeding such election and qualification or until their respective successors are elected, or until their death, resignation or removal, whichever is earlier. Any director may resign at any time by giving written notice to the president or secretary, and any person may be removed from a directorship by vote of the members, in accordance with applicable law.