The Rancho Santa Fe Association board opted against convening a special meeting to take an advisory vote on the Ranch Clubhouse restaurant renovation and its financing, a request made by a petition signed by 206 Covenant members. The petition was submitted following the board’s decision in January to approve $8 million for the project, making needed structural repairs and giving the space a refreshed design. A special meeting is “essential” the member petition stated, “in the interest of transparency, good governance and owner participation in the decision-making process of how millions of members’ dollars have been and will be spent, with their property being encumbered for years to come.” Speaking before the board at its March 6 meeting, resident Heather Slosar said she believed the board must hold a vote on the expenditure: “We deserve a vote” “The designs presented to the community in an April 2024 town hall for the restaurant renovation did not include a budget. How can you get community feedback without even sharing the price tag?” Slosar asked. “How can the members decide what they like and don’t like without a detailed cost breakdown?” Slosar said in the past two decades she’s lived in the Ranch, advisory votes have been held for issues like the Del Dios Highway roundabouts, the Rancho Santa Fe Connect fiber optic network, a potential Association purchase of the RSF Garden Club, and the $350,000 professional planning phase for a pool and health club. The 2006 purchase of the Osuna Ranch was done without a community vote. In 2023 when the board approved a $450,000 agreement with Ocio Design Group for the golf club campus amenity project, the sole hold-out was then-director Lorraine Kent who was opposed without a contingency for a community advisory vote. The petition was on the March 6 agenda but the board did not make any comments, asking attorney Bill Budd to respond and represent their position. Under California Corporations Code, members have a right to call for a special meeting by way of petition for any lawful purpose. Budd said that meetings can be held on issues that members can take legal action on, such as special assessments, electing directors or selling property. An advisory vote on the Ranch Clubhouse expenditure and how it’s funded does not qualify as a lawful purpose, he said. “There’s nothing within a members’ authority to vote up or down on,” Budd said. “So if the board were to hold a special meeting like that it would just be an advisory meeting, sort of a straw poll, and that’s not something the members can compel the Association to do legally.” Per the Association bylaws, there are limitations on the board’s powers in the acquisition of real property or for the sale, mortgage or other disposition of any real property. Any such action wouldn’t be effective until 30 days after a notice to all members and, in that time, members could present a petition signed by 100 members in protest. As Budd said, in this case there is no mortgage. Advisory votes are also optional within the Association’s major capital projects policy for significant renovation of existing facilities, construction of new facilities, acquisitions of land or facilities, or any project with a total cost of $500,000 or more. During public comment resident Sharon Ruhnau, a former board member who served on a joint committee on the restaurant renovation seven years ago, said that it had always been her understanding that the golf club would pay for any upgrades. Last year the Association board approved a new resolution on the management, operations and financial responsibility of golf club facilities. The agreement states that as the Ranch Clubhouse is a community asset for the use of all Covenant members, the Golf Club will operate the clubhouse restaurant and the Association will continue to share in the cost, pitching in $500,000 annually, and will fund the renovation. Ruhnau said she did not support the Association investing money in a restaurant they do not manage and that has been losing money: “How is it sound business judgment to invest members’ money to shoring this up?” As the board has stated in past meetings, the clubhouse is an Association-owned amenity that needs repairs and they have a responsibility to take care of their community asset—the building has not been renovated for 18 years. While a design has not yet been approved, renderings have included an expanded outdoor dining patio and central bar, transforming the “banquet hall”-feel of the space into a restaurant and gathering spot that all members could better enjoy. In January, the board approved utilizing $1.5 million in their general services fund before seeking formal approval for a bank loan to finance the rest of the project later this year.