Last November, a group of 250-plus Covenant members petitioned the Board to take action on the proposed Silvergate senior project on the corner of Calzada Del Bosque and Via de la Valle. They expressed concern that the high-density development equaling the square footage of two-plus Walmart Supercenters was inappropriate for the location, especially considering the zoning as outlined in the Protective Covenant (PC).
The group asked the Board to conduct a member-wide vote to determine whether a development like Silvergate was in the best interest of Covenant residents, especially since any amendment to the PC allowing such a commercial enterprise required a member-wide vote. The members also asked the Board to hire legal counsel with land use expertise to examine what is allowed on the parcels which are designated Business Class L AND Residential Class C. However, the RSFA disregarded the members’ requests, taking issue with the petition’s wording.
The RSF Post sought legal advice based on the Covenant’s governing documents and posed two questions:
Question #1: Do RSFA Covenant members have the authority to compel the Board to take action?
Our Protective Covenant and Bylaws say Covenant members do have the authority to compel the Board of Directors to take action — specifically, to hold a vote (either at a meeting or by mail-in ballot) if at least 100 members formally request it in writing. While members cannot directly force the Board itself to vote on an issue, they can compel the Association as a whole (the membership) to vote on an issue of concern:
“Special meetings of the Members… shall be called by the Board upon written request of not less than one hundred (100) Members entitled to cast votes.” (Article III, Section 2)
This clause gives members (not the Board) a statutory right to initiate action. If 100 members (or more) sign a written request identifying the issue they want addressed, the Board must call a special meeting for that purpose:
“At its option, the Board may cause the vote on the issue… to be taken by means of a mail-in ballot as opposed to a meeting…” (Article III, Section 2)
The Board can choose the format of the vote, either by an in-person meeting or a mail-in ballot under Section 5(b). But it cannot refuse to let the issue be voted on once the required written request from 100 members has been properly made. That means the Board has procedural discretion, not veto power. They can choose how to conduct the vote, not refuse it.
Timing and Notice Requirements
“…notice… shall be given not more than twenty (20) days after receipt of the request… and the meeting shall be… not less than thirty-five (35) nor more than ninety (90) days after receipt…” (Article III, Section 2)
This creates a timeline the Board must follow: Within 20 days, send notice of meeting or mail-in ballot. Within 35 to 90 days after the original request, hold a meeting (or close ballot).
Quorum for Valid Action
“The presence… of not less than 125 Members… or… the receipt of ballots from not less than 250 Members … shall constitute a quorum.” (Article III, Section 3)
For any decision from that special meeting or mail-in vote to be valid: 125 members must attend the meeting in person, OR 250 members must return ballots if voting by mail.
Question #2: Does Silvergate meet Zoning Class C AND Class L requirements?
It was almost one year later that legal counsel with land use expertise was sought by the RSFA at the recommendation of the Art Jury. The Art Jury members were informed that the Silvergate development would be considered Residential Class C and to proceed with that opinion. In fact, the Board of Directors underscored the point by unanimously passing a resolution affirming Residential Class C, and completely ignoring Business Class L.
Silvergate and Residential Class C – Defining Apartments and Other Kinds of Dwellings
“In Residence Districts of Class C, no building… shall be used… for any purpose other than an apartment house, hotel, private school, fraternity dwelling, club, dormitory, boarding house or lodging house, flat, multiple dwelling, two-family dwelling and/or single family dwelling.” (Par. 99, Section 5)
Permitted Uses:
- Single-family duplexes are allowed as “two-family dwellings.”
- Apartments are allowed as “multiple dwellings” or “apartment houses.”
- Memory care facilities are problematic and would likely not fit any of the expressly allowed categories of Class C unless they were legally classified as a boarding house or lodging house (where residents pay rent and receive meals or housekeeping but not continuous medical or custodial care). If it involves medical, therapeutic, or assisted-living services, that use would exceed Class C’s permitted scope.
Not Permitted Uses:
- Any institutional or commercial use not listed — such as medical facilities, assisted-living centers, or nursing homes — unless they qualify as one of the allowed residential categories (e.g., boarding houses).
Silvergate and Business Class L – Business and Public Use Zoning
“In Business and Public Use Districts of Class L, no building… shall be used… for any purpose other than that of a riding academy, stable, polo field or residence or lodging for persons employed on said premises.” (Par. 110. Section13)
Permitted Uses:
- Riding academies
- Stables
- Polo fields
- Housing/lodging for employees working on the property
Not Permitted:
- Any kind of general residential, commercial, or institutional development not related to equestrian or agricultural operations.
Class L land is extremely restrictive — intended for equestrian or recreational uses, not commercial housing or senior living. None of the proposed senior living units (duplexes, apartments, or memory care facilities) would be allowed on Class L parcels, unless the use is strictly housing for staff employed at a riding academy or stable, which it isn’t.
Mixed Zoning Implications and Why Class L Was Ignored
If the RSFA interpreted the zoning use for Silvergates’s proposed senior living project as including both Class C and Class L parcels (as described in the land deed), it would face serious zoning incompatibility: The Class C portions might support the residential duplexes and apartments. However, the Class L portions would prohibit senior housing, except for employees tied to equestrian operations.
The Silvergate project would also likely require re-zoning, a conditional use permit, or a specific plan amendment to integrate the memory care facility and unify the development under one consistent land use classification. All of which is outside the authority of the RSFA Board of Directors to do, especially that which requires a member-wide vote.
The RSFA Board and staff have thus far — in violation of the RSFA PC, bylaws, and the Davis-Stirling Act (CA Civ. Code §5800) — denied the members a special meeting, refused a member-wide vote, and never revealed the land use attorneys’ findings on the Class Use L, calling it “client-attorney privilege.” But under Davis-Stirling laws (CA Civ. Code §5200–5240) pertaining to transparency and access to records, the legal opinion directed the Art Jury to disregard Commercial Zone L. That reasoning should have been disclosed to the members. The Board had a fiduciary duty to share information which affects all the members, especially those whose property values are affected. Questionable fiduciary behavior, indeed. Like the Silvergate project itself, it’s wrong — and they know it.