Dear RESA Members,

On behalf of the RESA Board of Directors, we are writing to update the members of the RESA community that, as of April, RESA Board Member Todd Lehr advised the BoD that that he is no longer able to serve on the all-volunteer RESA BoD. We are very sad to see him leave and thank him for his time served volunteering on the RESA Board.

Due to the nature of this departure (see below bylaw 8.4.1), the BoD is now operating with a vacancy. This letter serves as notification to RESA members of our situation and is intended to provide you with the steps the remaining BoD intend to follow to resolve the vacancy in accordance with the RESA bylaws.

Since Todd Lehr was re-elected at our annual meeting in April 2022, his resignation falls within 270 days of being elected. Our bylaws state that the members of RESA in good standing shall fill the vacant BoD seat via a special meeting/election of the members (see below bylaw 8.4.3).

The RESA BoD has now RESCHEDULED this special meeting of the members/election to Wednesday, September 28, 2022, at 7:00 pm at the Redwood Estates Pavilion. We will be following the same election process that we use for our Annual Election, ensuring we are in compliance with the RESA bylaws.

Call for Candidates! If you are interested in running for this vacant RESA BoD seat, please contact Nikki O’Brien, the RESA Office Manager, at [email protected] to declare your candidacy for the BoD at the special election on September 28. 

CANDIDACY DECLARATIONS MUST BE RECEIVED BY AUGUST 5 IN ORDER FOR THE MEMBER’S NAME TO BE ON THE MAILED BALLOTS.

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8.4. Vacancies. 

8.4.1. A vacancy or vacancies on the Board shall exist on the occurrence of any of the following: (i) the death of any director, (ii) the effective date of any director’s resignation, (iii) the removal of a director by vote of a majority of the votes represented and voting at a duly held meeting of the members at which a quorum of members is present (which affirmative votes also constitute a majority of the required quorum, or written ballot, in conformity with the California Nonprofit Mutual Benefit Corporation Law), (iv) the declaration by resolution of the Board in accordance with Section 8.4.2, (v) the increase in the authorized number of directors, or (vi) the failure of the members, at any meeting of the members at which any director or directors are to be elected, to elect the full number of directors required to be elected at that meeting.

8.4.3. Where a vacancy on the Board occurs within 270 days following the date of the annual meeting at which the director vacating the Board was elected or most recently reelected, as the case may be, such vacancy shall be filled by the calling of a special meeting of the members for such purpose. Should a quorum not be present at the date and time of such special meeting of the members, a majority of the directors then in office shall fill such vacancy as herein provided. Any other vacancy on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director, except for a vacancy created by removal of a director by vote of the members, which vacancy shall be filled by the members. In addition, the members may fill any vacancy not filled by the directors. Any director elected to fill a vacancy shall hold office until the expiration of the term of his or her predecessor and until a successor has been elected and qualified.

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Special Meeting/Election Timeline: 

• 10–90 days’ notice prior to meeting/election (notifications out the week of June 20)
• 60 days prior: Call for Candidates (notifications out the week of June 20)
• Minimum 30 days prior: Candidates’ declarations due August 5
• Ballots mailed to members: August 12
• Special meeting/election: September 28, 7:00 pm, Redwood Estates Pavilion

Inspector(s) of Election: 

At least one independent Inspector of Election will be present to determine quorum and provide the vote tally and election results. 

Ballots:

Ballots will be mailed the week of August 12, or can be received by contacting the RESA Office Manager, NIcki O’Brien, at [email protected].

Vote Count:

We will follow the existing bylaw where the number of member votes are determined by the number of lots said member owns within RESA. 

Results: 

• If quorum is MET (quorum being 20% of RESA members in good standing), results will be announced upon the Inspector(s) of Election completing the vote count.
• If quorum is NOT MET, the RESA Board may or may not decide at that time whom they will determine to fill the vacancy. See bylaw 8.4.3 above to understand the Board’s authority in this situation.

Thank you,

RESA Board of Directors