SOA Executive Committee Charter

In the January 22nd SOA Board Meeting Recap posting, SU reported on the formation of a SOA Executive Committee to address and resolve the Somersett Golf and Country Club’s (SGCC) liability for repair of the failed rockery wall on SGCC leased property. The repairs of which the SOA paid for while expecting future pay back by the SGCC.

The approved Charter was not available to SU at the time the meeting recap was posted but has subsequently been obtained. A copy of which may be accessed via the following link:

SOA Executive Committee Charter, Resolution # SOME.0069

The Scope and Purpose of the Committee is defined under Article 4.a. therein as follows:

Scope and Purpose of Committee: The purpose of the Committee is to meet with representatives of the Club and to negotiate, and if possible, execute an agreement between the Association and the Club pursuant to which the parties agree which entity is responsible for which portion of the Rockery Wall Costs and how the Club shall reimburse the Association its agreed upon portion. The Committee may, on behalf of the Association, agree to any form of payment and the timing of the payment by the Club, provided the Committee is satisfied that if the Committee causes the Association to agree that the Club may pay over time, that there is sufficient security for such payments. As part of any agreement with the Club, the Committee may cause the Association to release the Club from claims relating to the Rockery Wall Costs if the Club pays the Association an agreed upon portion of the Rockery Walls Cost.”

The composition of the Committee is to be comprised of the SOA Board President, Tom Fitzgerald, the Board Secretary, Craig Hanson, and the Board Treasurer, Simon Baker, as voting members (Note that the Committee is authorized to act on behalf of the Association). The Committee also has the authority to add non-voting homeowners to the Committee. At the Board Meeting is was indicated that there would be two yet to be named homeowners.

Owner Comment on the SGCC

The following Post submitted by Patricia Brooks, Association Member:

“My disagreement with support for the SGCC has never been about golf or golfers..It’s just that the SGCC has never provided/shared financial information regarding their ability to fulfill the terms of the Purchase and Lease Agreement….as in being able to maintain and replace equipment on the course, which may fail. To the best of my knowledge, we entered into the Agreement, without taking any collateral from the SGCC, which seems not to be in the interest of homeowners in the SOA, other than golfers. So, without collateral, nothing has changed, bankruptcy at any point is an option for the SGCC… and I see no advantage to homeowners to renegotiate the terms of the P&L Agreement.. Unless the SGCC furnishes real proof that the CME Engineering report is erroneous, we need to call for payment, and, if not received, legally end the P&L Agreement. That is the fiduciary duty of our homeowners’ board. Their duty is to us… the homeowners, not the SGCC.. We have water rights, and the course can be kept green and manicured. No fear of the course “going brown”.. We need a board that has the courage to take our community forward.”

January 27th SOA BOD Meeting Recap

Following is a recap of issues discussed and/or approved at the January 22nd Somersett Owners Association (SOA) Board of Directors (BOD) Meeting (Note: Board Member Baker was not in attendance). Related agenda items are referenced. A copy of the BOD Meeting Agenda, updated from that previously published, may be accessed via the following link:

January 22nd BOD Meeting Agenda – Final

Homeowner Comments on Agenda Items

Ventana Ridge Easment – A homeowner suggested that the Board consider approaching the Ventana Ridge Developer with an “Annex” into Somersett option. This in lieu of selling them a portion of SOA land to satisfy their access needs. Doing so would not only provide Ventana Ridge owners with the benefits of living within Somersett, but also generate additional revenue for the Association.

Todd Shaw Settlement – A homeowner complained that the Shaw settlement was basically unfair to other Somersett owners who were fined and not granted variances for more minor infractions. That the owner, a long time resident of Somersett , was aware of the AGC requirements but when building his new home violated them willingly and subsequently had the means to fight the SOA over the imposed fines and alleged violations. (see item 6.a. below)

Committee Reports

  • 4.b. Communications – Committee activity includes the following: 1) Investigating the implementation of a SMS Texting system as an additional means for communicating important SOA information to owners, 2) Looking into the preperation of an annual or multiple surveys as a way to gather input from owners, 3) Currently unhappy with D4 Advanced Media’s performance in supporting SOA Website updates, considering alternate vendors.
  • 4.c. West Park Community Garden – No verbal report. However, the report contained within the Board Meeting Packet addressed the following: 1) A visit to the park to view sample raised beds raised a concern over the height of the handicapped beds, 2) Identified the following immediate tasks: Prepare an interest list for garden plots, a lottery to assign plots, fees for garden plots, irrigation of plots, anti-rabbit fencing, garden rules, and non-Somersett usage factors.

Old Business

  • 6.a.  Legal Updates – The Todd Shaw litigation settlement terms were read into the record. Terms are contained within the January 17th SOA Attorney letter to the Board. A copy of the settlement terms, as extracted from the Attorney letter, may be obtained by clicking on the following link: Todd Shaw Litigation Settlement Terms
  • 6.b.  Ventana Ridge Easement Access – Apparently Ventana Ridge has rejected the SOA $300,000 offer for the Developer to buy the requested easement. No discussion on actions moving forward.
  • 6.c.  String/Bare Bulb Lighting Policy – The official Bare Bulb Lighting Policy, SOME.0063 was read into the record and approved. A copy may be accessed via the following link: Bare Bulb Lighting Policy
  • 6.d.  Appointment of Executive Committee and Proposed Charter – The purpose of this Executive Committee is to negotiate with the SGCC on resolution of the outstanding issue related to SGCC Rockery Wall repairs and related expenses. Executive Committees have the power to act for the Board and per the SOA Bylaws must consist of the Board President, Secretary (see related item 7.d. below) and Treasurer. The Committee will also include two, yet unannounced, non-voting homeowners. The resolution establishing the Committee and its purpose was read into the record. This resolution was different, and much more lengthly, than the one contained within the Board Meeting Packet. SU will obtain a copy for subsequent publishing on this website.
  • 6.e.  SGCC/SOA Water Facilities Committee Appointment – Board Members Fitzgerald and Hanson were appointed as the SOA Board representatives on the Committee. This is the joint committee with the SGCC overseeing the operation and maintenance of the golf course (SGCC & Canyon9) irrigation water facilities and water rights.
  • 6.f.  Canyon9 Landscape Maintenance Proposals – The Board approved acceptance of the BrightView proposal. This is a three year contract at $275K for the first two years, same cost with an inflation rider for the third year. Can be renewed for a fourth and fifth year if mutually agreed upon.

New Business

  • 7.a.  Vegetation Removal in Drainage Channels Proposals – This project calls for drainage channel maintenance work throughout the Somersett community. Contract was awarded to Signature Landscapes at a price of $52,313. Board Member Hanson voted No on the basis that all channels did not constitute an immediate problem and could be deferred to subsequent years, thereby saving on the 2020 reserves.
  • 7.b.  Gypsy Hill Street Improvement Sealed Bids – A grading improvement project related to the Gypsy Hill Rockery Wall failure repairs. Three bids were received ranging from $49,540 to $68,444. Contract awarded to Apex Grading & Paving at $49,540.
  • 7.c.  Downstairs Hallway Painting Proposal – Color Trends was awarded the contract for painting TCTC stairwell and hallways at a price of $14,900.
  • 7.d.  Change in Board Officer Position – Board Members Retter and Hanson resigned their Board positions as Secretary and VP respectively. Retter was then appointed as a VP and Hanson as Secretary. This was done to accommodate item 6.d. above wherein an Executive Committee must consist of the Board President, Secretary and Treasurer. Since this Committee was commissioned to deal with the SGCC Rockery Wall liability issue, and given that Board Member Retter is a SGCC Member, it was felt appropriate to do so to forgoe any conflict of interest concerns. Mr. Retter agreed to the position change even though he felt his serving on the Committee would not constitute a conflict of interest.
  • 7.e.  Revised Board Liaison Committee Assignments – Board members and homeowners assigned to the various SOA Committees are identified on the following link:   SOA Committees
  • 7.f.  Ad-Hoc Governing Documents Review Committee and Charter – The Board approved establishment of a homeowner committee to review the SOA’s governing documents (e.g., Articles of Incorporation, CC&R’s, Bylaws) and provide recommended changes to the Board. Board member Retter was the driving force behind formation of the committee and will be the Primary Board liaison to the committee. In discussing the purpose and need for the committee, Mr. Retter listed the 24 homeowner volunteers already received. Of these volunteers, Jim Haar was appointed as interim chairman. The resolution authorizing the committee was read into the record and its charter approved with minor changes. The Resolution and Charter may be accessed via the following link: Governing Documents Review Committee
  • 7.g.  Appointment of Committeee Members – See link in item 7.e. above.
  • 7.h.  Revised Committee Charters – The SOA GM summarized the changes for each of the SOA’s standing committee charters which were approved. When signed and officially published, updated copies will beome available on the SOA website and on this website under the References Tab.
  • 7.i.  Todd Shaw Settlement Agreement – See Item 6.a. above.

Board Member Comments

With regard to the Shaw settlement, Board President Fitzgerals explained how this lawsuit was assigned to the SOA’s insurance carrier who prosecuted the case with their own lawyers, under which the max cost to the SOA was $7,500. The Board was kept informed throughout the process, but in the end it was the insurance carrier who negotiated the settlement terms , which the Board approved. For those who may be critical of the settlement, Board member Retter discussed and commented on how far, financially, should the Association go in pursuing issues of this type. Basically that cost/benefit assessments need to be considered on a case by case basis.

Post Meeting Homeowner Comments

A homeowner read into the record a letter she had sent to the SOA Board regarding the SGCC Rockery Wall failure liability issue. in which she stated now that the Tolling Agreement has expired it is time for the SGCC to pay-up their $630K liability, and if they cannot pay, then declare bankruptcy. Wherein the SOA could take control of the land and proceed with alternative uses.

A SGCC Board Member spoke up on the Rockery Wall Liability Issue, basically refuting the conclusions of the CME Rockery Wall Failure Report, in that all the facts were not considered.

Note: The above Homeowner and Board member Comment sections reflect what the writer remembers (as paraphrased) from attendance at the Meeting and listening to the audio tapes of such, which are not always clear. If any of the above characterizations are not entirely correct, corrections are welcome.

CC&R’s, Bylaws, Board Elections and the SCA

It appears that the Sierra Canyon Association (SCA) Board needs to recognize the intended purposes of HOA CC&R’s and Bylaws. Typically, the CC&R’s include: 1) language establishing the HOA, 2) the purpose of the HOA, 3) what an owner may, may not, or must do with respect to their property, 3) a description of the property covered by the CC&Rs, 4) the process for levying assessments, and 5) a description of the common areas and amenities.

In contrast , the purpose of the Bylaws is to establish how the HOA conducts its business under the CC&R’s. Typically the bylaws cover matters including: 1) how often the HOA holds meetings, 2) how the meetings are conducted, 3) the make-up and duties of the various offices of the Board of Directors, 4) the establishment of committees, and 5) membership definition and voting rights.

Obviously, member voting rights need to be established within an HOA governing document, but there is nothing in the NRS-116 statutes that require or prevent owner voting rights from being established within one or the other of these documents, or both for that matter. If both and a conflict occurs then the CC&R’s, a County recorded document, would supersede the Bylaws.

Bottom line, it would appear that the SCA Board in disallowing cumulative voting because it was not established within the CC&R’s is on a very slippery slope here and in violation of their own governing document (i.e., the Bylaws).

It would be interesting to see if the SCA Board has received a written legal opinion validating their position.  If this is really the case, is their own previous election invalid and therefore, all should resign?

Janurary 22nd SOA Board Meeting Packet?

As our readers know, SU posts the “Draft” SOA Board Meeting Agenda when released by the SOA and then follows up with the “Final” version along with information contained within the accompanying Board Meeting Packet. Both of which are usually released, and available on the SOA website, a few days prior to the scheduled meeting. However, we are now at the end of the day before the January 22nd meeting, and the SOA has not yet published a “Final” Meeting Agenda nor the Board Meeting Packet supporting it.  Unfortunate, as interested owners now have no advance information pertaining to the meeting agenda items, which help to form owner comments and opinions on agenda items.

Hopefully, this is just an oversight and not an indication of things to come for 2020.

SCA Cumulative Voting – Yea or Nay?

Apparently, there is a controversy brewing within Sierra Canyon about the use of Cumulative Voting with regard to the upcoming election of Board Members (Directors). So, what is Cumulative Voting? Simply defined: “A system of voting in an election in which each voter is allowed as many votes as there are candidates and may give all to one candidate or varying numbers to several.”

Cumulative Voting has been permitted in the election of Sierra Canyon Association (SCA) Board Members since 2006. this in accordance of Section 4.05 (e) of the SCA Bylaws which state:

“Section 4.05 (e) Cumulative Voting. Each Member entitled to vote at any election of directors where two or more positions are to be filled by a vote of the Members shall have the right to cumulate his or her votes by giving one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which the Member is entitled, or by distributing his or her votes on the same principle among as many candidates as he or she desires. No Member shall be entitled to cumulate votes unless (a) the candidate’s or candidates’ name(s) have been placed in nomination before the voting, and (b) a Member has given notice at the meeting, and before the voting, of the Member’s intention to cumulate his or her votes. If any one Member has given such notice, all Members may cumulate their votes for candidates in nomination. Those candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.”

So, given the preceding, why the controversy? This because the current SCA Board has stated that Cumulative Voting will not be allowed in the upcoming election.  Why? Apparently based on a legal opinion that an NRS Statute only permits Cumulative Voting if so defined within the SCA CC&R’s (Declaration), which it is not. Therefore, it is immaterial that Cumulative Voting is provided for in the SCA Bylaws. However, is this the correct intrepretation? Let’s take a look at NRS 116.2107(4)(b), which states:

“NRS 116.2107  Allocation of allocated interests

4. The declaration may provide:
(a) That different allocations of votes are made to the units on particular matters specified in the declaration;
(b) For cumulative voting only for the purpose of electing members of the executive board; and
(c) For class voting on specified issues affecting the class if necessary to protect valid interests of the class.”

Note that the Statute does not say the CC&R’s but refers to the “declaration”, which the SCA legal advisor must believe is synonymous with the CC&R’s. However, NRS 116.037 defines Declaration as follows:

“NRS 116.037  “Declaration” means any instruments, however denominated, that create a common-interest community, including any amendments to those instruments.”

One could argue under this definition, note the plural “instruments“, that the Bylaws are also a denominated instrument in the creation of the SCA.

Note also, that the NRS Statute states that the declaration “may provide” for cumulative voting and not “must provide” nor does it prohibit it from being addressed in any of the Association’s Governing Documents, which include both the CC&R’s and the Bylaws.

Regardless of how one may want to define “declaration”, It is clear that the intent of this statute is to allow for Cumulative Voting if so authorized under an Association’s Governing Document. Also, we all know that Homeowner Association legal opinions have not always been correct, when challanged before the Ombudsman’s office or in the Courts.

So why the change at this time? How did the legal opinion to support this change come about? Do some of the current Board Members fear that Cumulative Voting will result in them not being re-elected?

Good questions, perhaps our readers can provide some insight or comments on this matter.

Is the Price Right?

Ventana Ridge is a proposed residential development of 70-90 homesites to be located adjacent to the northeast corner of Somersett. For access to the development, the Developer has requested an easment through a small section of SOA unused native land at the upper end of Painted River Trail. This easment will permit a Ventana Ridge road to connect to Peavine Creek Road in the existing resendential area adjacent to Somersett. There will be no access to Somersett properties from this road. The amount of SOA land required for the requested easment is approximately 12,250 square feet (0.28 acres).

The question now being, what is this easment worth to the Ventana Ridge Developer and what is a reasonable selling price on the part of the SOA?

To address this question, at the December 12th, 2019  SOA BOD Meeting , the Board voted, on a 3:1 basis (Board Member Simon was not present) with Board Member Retter the disenting vote, to sell the easement property in question to the Ventana Ridge Developer for $300,000 plus all associated costs. Associated costs would include all the legal costs associated with the land sale, as well as the costs associated with obtaining SOA owner approval. It appears that the SOA’s Governing Documents do not permit the BOD to sell off common area property without majority vote of the unit owners.

The $300,000 approved price was apparently based on an appraisal the SOA obtained from Valbridge Property Advisors, in which Valbridge concluded the following: 1) the market value of the SOA land was $32,300, however, 2) the increase in the market value to the Ventana Ridge property as a result of the easment was $900,000. These were accompanied with the appropriate assumption disclaimers!

Given the preceeding, it is obvious that the land in question is much more valuable to Ventana Ridge than to the SOA and, therefore, should be considered in the price negotiations. Valbridge further advised that it is not reasonable to expect that the Ventana Ridge Developer would pay the full amount, and that typically a range of 25% – 50% of the value enhancement (i.e., the $900,000) would be reasonable. The $300,000 subsequently approved by the Board falls within this range (33%). However, there are those who believe it should be higher.

Whether $300,000 or $500,000, selling off this land, which in itself, provides no real value to the SOA, is a good way to replenish the SOA’s depleted Common Area Reserves.

Want to speak your opinion on this issue? Attend the January 22nd Board Meeting, where via Agenda Item 6.b “Easement Access – Appraisal for Ventana Ridge Update”, you can comment on it prior to discussion by the Board.

For those who care to read the entire (all 119 pages of it, including pictures) Valbridge Appraisal, it may be accessed via the following link:      Ventana Ridge Easment Appraisal Report

January 22nd SOA Board Meeting Agenda

The Somersett Owners Association (SOA) Board of Directors (BOD) open meeting is scheduled for Wednesday, January 22, 2020 at 5:30 PM at The Club at Town Center (TCTC). The Draft Meeting Agenda as published by the SOA may be accessed by clicking on the following link:

January 22nd BOD Meeting Agenda – Draft

Agenda Items of particular interest include the following;

  • 6.d  SGCC Tolling Agreement  –  At the December BOD Meeting, the Board elected not to extend the Tolling Agreement with the SGCC (i.e., the Agreement that placed litigation against the SGCC for Rockery Wall failure repairs on hold). Instead, the BOD voted to establish an “Executive Committee” to negotiate with the SGCC on closure. Apparently this agenda item will discuss the Committee Charter and Membership.
  • 6.f  Canyon Nine Landscape Maintenance Proposals  –  At the December Board Meeting, two bids for a three year contract were opened, one from Reno Green (current vendor) and one from BrightView (albeit a different Division from the one currently performing the Common Area landscape maintenance). Both were close in price with different provisions for years 2 & 3. Bids were referred to Staff for “apples to apples” evaluations. Perhaps this Agenda item will result in the Board accepting one of these bids. Whatever the decision, pricing will be in the $285K/year range.
  • 6.e, 7.d, 7.e, 7.f  Committees  –  Agenda Items pertaining to SOA Committee memberships and Charter revisions, in part driven by the turnover in Board membership. Of particular interest is item 6.e relating to the SGCC/SOA Water Facilities Committee, a joint committee formed with the SGCC to insure that the golf course water facilities repair/maintenance activities were being carried out in a responsible and timely manner. However, this Committee has not met since September 5th of last year. Perhaps an update is in order.
  • 7.g, 7.h Todd Shaw and Bank of America Settlement Agreements  –  These litigations, along with the Rockery Wall Lawsuit Appeal, represent the only outstanding legal issues, not subject to attorney client privilege, being reported on by the SOA Attorneys. The Shaw issue deals with the filing of a lawsuit against the Association for improper denial of Architectural changes and imposition of fines. The Bank of America lawsuit pertains to Association liens and title issues against owner property obtained through a foreclosure process, which the current owner disputes. These items would suggest that a settlement, or proposed settlement, has been reached in both cases.
  • 8.0  Board Member Comments  –  It has been reported that the SOA General Manager, Tracy Carter, will be leaving FirstService Residential (FSR) in the not to distant future to pursue other opportunities. At the last Board meeting it was also reported that Mellissa Ramsey, FSR General Manager over all FSR HOA’s in Reno and former SOA Community Manager, would also be moving on. Perhaps the SOA Board President can address replacement status for these individuals?

As always, SU will provide an update on agenda items and comments when the SOA publishes its final Board Meeting Agenda and associated Board Meeting Packet.

A Somersett Homeowner Goodbye!

GOODBYE by Joe Bower – Founding Member of Somersett United

“As my house recently sold I am no longer a member of neither the SOA nor SCA association so this is my last post on Somersett United.

Here is something to think about and that could be similarly instituted here:

A large (over 5,000 homes) HOA in Southern California believes it is in the best interest of the community to have available a substantial reserve fund while at the same time keeping the association’s assessment structure as low as possible. The Association considered many funding sources and ultimately determined that a Reserve Replenishment Assessment would meet the goals of supplementing the Reserve Fund while at the same time not causing an abnormal increase to the Association’s regular annual assessment.

Therefore, they are planning to amend their CC&R’s to require the payment of a Reserve Replenishment Assessment (RRA) equal to six (6) months of what would be here the assessment amount for Common areas (excluding Gates and TCTC). The RRA would be due and payable within six (6) months of the Owner’s acquisition of record title date to a Lot within the community. Could pay in full or in six (6) monthly installments.

Existing Owners would not be required to pay the RRA. Nor would it be applicable when a Lot is transferred from an Owner to an Immediate Family Owner defined as spouse, registered domestic partner of the Owner, as well as the Owner’s siblings, children and/or grandchildren.

Existing Owners would be those Owners who held title to a Lot(s) as of the date of recordation of the amended CC&R’s.

If an Existing Owner(s) sells their Lot (A) and purchases another Lot (B) in the Association within six months of the close of escrow of Lot A that Owner(s) will be deemed to be an Existing Owner and will not be required to pay a RRA relative to the purchase of Lot B.

Specific details on this can be made available to a board or finance committee member upon contacting me. My email address is known to many of them.

Finally, this Somersett United blog is a marvelous way of keeping up with community goings-on. It is even more informative than official communications from the Board/management company. Congratulations and may more owners join it. Please tell your friends and neighbors about it. As you have experienced, they won’t be inundated with emails from or related to it.”

Editorial Note:  As Joe moves on, SU will miss his insightful (although some may have considered them as “inciteful”) contributions to this Blog site. As Joe mentioned he, along with many others, established Somersett United as a group of homeowners concerned over the actions, and lack of actions, being undertaken by the then Developer controlled SOA Board. However, with the passage of time and as the Association matured under the direction of homeowners, Somersett United ceased to exist as a cohesive group and subsequently evolved into a Community Information and Blog site administered by Jim Haar as both editor and webmaster. SU thanks all those followers and commenters who have made this site possible over the years and look forward to what 2020 brings.