The La Jolla Community Planning Association (LJCPA) voted 85-2 Thursday, Jan. 18, to approve a revised bylaws document, despite a heated debate between several resident members and trustees that resulted in three board members leaving the special bylaws meeting with a motion still on the floor.
Trustees Mark Lyon, Phil Merten and Lynne Hayes spoke out against a sentence in the last section of the document, which states the bylaws will be effective upon a vote by members to adopt the document. The three board members believed that by including the wording in its bylaws, the LJCPA would lose its indemnification with the city.
“The La Jolla Planning Association has been a recognized planning group since 1992,” said Merten, who proposed a motion to approve the bylaws with an amendment to the sentence. “We have clout with downtown, we have clout with the city council and that is based on compliance with their regulations. If we adopt the bylaws with that sentence and we operate under bylaws that are not reviewed by the city, we risk losing that recognition.”
Because the board lost its quorum prior to an adoption vote, and because the California Corporation Code states that 50 percent of members must be present to vote on a group’s bylaws document, LJCPA President Tim Golba said he has reason to believe the Jan. 18 adoption may not have been valid.
The LJCPA is considered a corporation, which means it is governed by California state law and not by the city. Lyon argued, however, that because the group makes recommendations to the city, it is still responsible for complying with city codes.
As of Wednesday, Jan. 24, the LJCPA was waiting for confirmation from Jim Waring, the city’s deputy chief operating officer, on the validity of the Jan. 18 vote.
If the city determines that it will not recognize the LJCPA because the group is operating under a document not approved by the city, or that the vote was not valid, the LJCPA will then hold a special meeting next month to further discuss the matter, Golba said.
At the Jan. 18 meeting, Deputy City Attorney Alex Sachs was present and presented a letter to the board from City Attorney Michael Aguirre addressing whether the bylaws would be immediately effective upon adoption.
“The CPA’s recognition is derived from Council Policy 600-24, and that says bylaws are effective only upon review by the city attorney’s office and the city planning department,” Sachs said.
Several resident members, lead by bylaws subcommittee member Rob Whittemore, stood to speak in defense of adopting the revised bylaws as written, making them effective immediately.
“There is a lot of fear here that we will lose legal representation from the city and there should be no fear,” said Whittemore, adding he had a law degree from the University of California, Berkeley. “There would be a long way to go before we are discredited.”
The membership requirements within the unrevised bylaws, which state that a resident must attend at least three meetings per calendar year to be considered a member, have been a point of contention since October of last year. Revised bylaws state that residents must attend one meeting per calendar year to be recognized as a member.
Many residents supported making the bylaws effective upon adoption because with March elections fast approaching, the document would then give 400 additional residents membership status and allow them to cast a ballot, according to Golba.
The LJCPA has 250 members that meet the unrevised bylaws’ requirements, he said.
At the Jan. 18 special meeting, Golba suggested that board members and residents consider submitting a ratification request to the city for the revised bylaws, eliminating proxy voting and changing membership requirements to one meeting per calendar year.
Those ratifications are allowed under Council Policy 600-24 and would most likely be approved within days by the city, Golba said.
Audience members at the meeting, however, voted to approve the revised bylaws as they were written, with several residents stating the vote was a way for the group to take control of the situation and not wait for the city process, which could take more than a year.
“This is the second time we’ve been through this, with trying to get our bylaws approved by the city,” said Orrin Gabsch, a bylaws subcommittee member. “If we adopt them as is now, with the amendment, we have no guarantee we will ever get new bylaws because the ones from 2002 are still at the city.”
Whittemore made a motion to approve the existing revised bylaws, making the document immediately effective, which audience members overwhelmingly favored. Merten, Hayes and Lyon left the building before the vote, stating they did not want to be a part of the group losing its city recognition.
Golba and Sachs pointed out that because community planning groups are now required to operate under the Brown Act, a provision that requires committees to give proper noticing of public meetings, the city’s original bylaws shell, or outline, would have to be changed. When that happens, the LJCPA’s revised bylaws most likely will not match the city’s revisions, Golba said.
“Right now, it’s just a big giant cloud of maybes,” Golba said Wednesday by phone. “If we receive new information that would refute the claims of corporate members who assured the crowd that losing our indemnification was not possible, we will reopen this for discussion and go into another special meeting trying to fix these things.”
For updated information on the LJCPA bylaws, visit www.lajollacpa.org or e-mail [email protected] to be added to the mailing list.