Voters endorse choices of Charbonneau Country Club board
On an evening that a group of residents unhappy with the direction of Charbonneau Country Club hoped would catalyze momentous change, the rest of the community wholeheartedly endorsed the status quo.
At a special meeting Jan. 28, almost 90% of the nearly 1,000 voters endorsed the country club's efforts to redevelop an annex building the club had purchased and to continue negotiating a potential merger with Charbonneau Golf Club, a for-profit company.
"It was obvious from the get-go that the board had overwhelming support in the room," CCC Board of Directors President Kathy Harp told the Spokesman after the meeting. "Everything we voted on (to create rules for the meeting) went in favor of the board, so it was a very encouraging evening for our entire board."
The special meeting took place because a petition distributed by Spirit of Charbonneau, the group of unhappy residents, received enough signatures to mandate it, according to CCC rules.
On a number of levels, the meeting, which Harp said might have been the largest in the 40-plus-year history of the club, didn't progress in the way Spirit of Charbonneau had hoped.
The group wanted a vote on the items listed in the petition, which included requesting a different method for increasing homeowner dues, transferring the board's decision-making power for projects costing at least $1 million to homeowners, providing more information about major projects, and creating a special committee to consider updating the club's governing documents.
Instead, the ballots the club handed out didn't feature the requested items or any decisive votes but rather asked residents if they support the club's direction regarding the annex building and potential merger.
This is because the current governing documents don't allow such a homeowner vote to be binding, according to CCC.
"The bulk of decision-making power for a homeowners association is delegated to the Board by the governing documents and the Planned Community Act," read a letter sent by CCC to members before the meeting. "Neither the Oregon Planned Community Act nor Charbonneau's CCRs (covenants, conditions and restrictions) provide for the community to vote to overrule Board decisions."
However, some things the community has the power to decide via a vote, CCC legal counsel Michelle DaRosa said, include approving a special assessment and the sale of common property.
To make matters worse for Spirit of Charbonneau, the room heavily favored the club's current direction rather than the group's ideas.
"It's apparent that Spirit of Charbonneau is outnumbered," said Spirit of Charbonneau member Mike Walsh during the meeting. "Our point was to try to emphasize the need for everyone to get together, hear the points and then decide what we should be doing."
Harp was happy with the mandate the board received and also said it would have taken a rebuke of the annex project and potential merger into strong consideration had that occurred.
Before the vote, Spirit of Charbonneau, board members and others addressed the merits and drawbacks of each petition item during the meeting.
First, the petitioners and CCC fundamentally disagreed about how much the board is allowed to raise homeowner dues in a given year. The board's view is that it can increase dues based on changes in the Consumer Price Index (CPI) over a long timespan, whereas Spirit of Charbonneau thinks the governing documents indicate that increases are regulated on a yearly basis. Both sides cited legal authority to bolster their claim.
"The intent is for the maximum annual assessment to have the same buying power now (and) in the future, as the $25 maximum (which was the first dues rate in Charbonneau) did in 1977," said board member John McLain.
As for transferring the power of approving projects over $1 million, the board said governing documents would need updating for that to happen, which would require a long process and widespread public support.
"The board has a fiduciary duty, it's one of the most serious legal duties one can have, (and that is) a duty of trust. And in my experience working with them, they take it very seriously. And that means they're looking at what the impact financially will be on the community," DaRosa said.
Another petition item would have required the board to post financial information and studies related to the annex building development and the potential merger on the club website for the sake of transparency. The board said they would conduct public outreach after negotiations have concluded.
Board members objected to the idea that they haven't been transparent, citing fireside chats, task force meetings, questionnaires and other community outreach.
Spirit of Charbonneau member Terri Ogan noted that hearing isn't the same as listening.
"I want to say to several of them (board members) 'You do not listen.' You have a lot of people in the community who do not agree with how this is going," she said at the meeting.
In what could be considered a win for Spirit of Charbonneau, the CCC board obliged one of the petition items, agreeing to create a committee that would explore the possibility of redrafting governing documents (bylaws and covenants, conditions and restrictions).
"I think it's a worthy task to undertake and I'm glad to see a resolution from the board to undertake this," Spirit of Charbonneau member Dave Matthews said. "I hope the board gives this group some juice to make some decisions and properly communicates as (deliberations) are going on to all the homeowners."
Board member Gary Newbore, however, stated that the process to update the governing documents could cost the community hundreds of thousands of dollars in legal fees and would be unlikely to pass due to the high voter approval threshold (it would require approval from 75% of homeowners to change covenants, conditions and restrictions, for instance).
"It's destined to fail," Newbore said.