According to the SOA’s Somersett Happenings Email, Somersett Owners have received, or will soon receive, their ballots for voting on changes to the SOA’s Governing Documents. A little history follows:
At the beginning of 2019 an Ad Hoc Document Review Committee was established by the SOA Board to look at updating the SOA’s Governing Documents. Specifically, the Declaration of Covenants, Conditions and Restrictions of Somersett (i.e., the “Declaration” or” CC&R’s”), the Articles of Incorporation and the Bylaws, all of which require majority approval of owners to modify. It should be noted that In the event of any conflict between these documents the governing provisions of the CC&R’s , The Articles of Incorporation and the Bylaws shall prevail in that order. In addition, these governing documents are all subject to Federal, State and Local law as well as the Planned Unit Development (PUD) approved by the City of Reno. A brief overview of the purpose of the SOA’s Governing Documents follows:
- CC&R’s – The CC&R’s are the most lengthily, detailed and important of the SOA’s governing documents. It’s provisions establish: 1) What owners can or cannot do with their property, 2) Common area definitions 3) Owner, Board of Directors and Developer (i.e., “The Declarant”) rights, responsibilities and approvals, 4) Assessment policies and 5) Architectural controls, to name a few.
- Articles of Incorporation – Often referred as the “corporate charter”, the Articles are usually brief and contain only the basic information about the Somersett Owners Association, its name, location, and its purpose. The Articles are simply a formality that must be filed with the Nevada Department of Stare to create the Association and do not contain any of the rules or regulations for the community.
- Bylaws – The Bylaws are internal rules that establish how the Association will be run and administered. Including: 1) owner membership, voting rights and meetings, 2) the number, term, power and election of Board members. and 3) establishment of Committees.
One might ask where do all the SOA’s Rules and Regulations documents fit in? The answer being that the SOA Board of Directors has broad discretion to adopt supplemental Rules and Regulations related to governance of the community that are not subject to owner approval and hence, easier to change. This being the case they are often subject to controversy. However, such Rules and Regulations cannot conflict with the CC&R’s, in which case the CC&R’s govern.
Note that he current Ballot initiative only addresses changes to the Articles of Incorporation and the Bylaws. A summary of the proposed changes along with a copy of the amended documents (as extracted from the Somersett Happenings email), may be accessed via the following link:
What about the CC&R’s one might ask, given this document is the most important to owners, was it not also reviewed by the Document Review Committee? The answer is yes, in fact the Committee spent the majority of its time reviewing and proposing changes to the CC&R’s, which included the elimination of provisions pertaining to rights and approvals of and by the original Developer (i.e., Somersett Development Company the “Declarant”), Whereas most of these Developer provisions no longer applied, unfortunately some were still subject to time provisions, that is those primarily associated with development rights. Given that the Developer is no longer involved with the governance of the SOA community, an attempt was made to negotiate with the Developer for the elimination of all related provisions, but to no avail, at least to date. Given this roadblock, the Board decided to move forward with approval of the Articles of Incorporation and Bylaws changes and defer the CC&R’s to a later date, an unfortunate circumstance as amending the CC&R’s was the primary objective of the Document Review Committee.
SU is recommending approval of the proposed changes to the Articles and Bylaws, and encouraging all owners to submit their ballots, as a majority vote of all is required for passage, traditionally not an easy task to achieve.