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RA Tweaks Its Rules for Governance

Referendum requirement, leadership titles and DRB independence debated.

The Reston Association's (RA) Special Committee on Governing Documents Review continued its process in making governance recommendations to the RA Board of Directors during a July 29 meeting. Among a myriad of minor changes, the committee did make three recommendations on major policy issues, including a decision to alter the requirements for certain referendum items.

• REFERENDUM REQUIREMENTS

While the "membership, document amendment and referendum" subcommittee argued that RA should adhere to the stringent rules governing referendum, the committee did vote to alter some rules governing referenda. Currently, a referendum, much like the Southgate referendum, requires 40 percent of RA members to vote and two-thirds of the ballots cast must approve of the measure for a referendum to succeed. After deliberating, the committee agreed that the rules governing referenda regarding amendments to the deed should remain at the current level.

"Some things, like amending the deed, cannot be taken lightly," said Linda SInger, a committee member. "We need to keep this at a high level."

The committee agreed with Singer, but they did vote to decrease the percentage of members needed to participate in a referendum dealing with amendments to the RA Articles of Incorporation. Under the recommendation, approved unanimously, amendments to the articles would require 30 percent of the members, rather than the 40 percent required to amend the deed. "The articles should be a little less stringent than changing the deeds," said Joe Stowers, a committee member.

Susan Jones, RA president and special committee member, agreed saying that changing the deed is an "extraordinary step and like Southgate, we should have to work hard to get support."

The amount of participation required also carries financial considerations, said Cate Fulkerson, RA's executive officer for board and legislative affairs. The cost of a referendum with a 40 percent requirement costs about $70,000, or about twice as much as a 30 percent requirement.

Mary Ellen Craig said the 30 percent figure was still a formidable and responsible challenge, but she said she liked the smaller price tag for referenda on amendments to RA articles and bylaws.

• CHANGING TITLES

If recommendations to the RA Board of Directors are approved, Jones may have to relinquish her title, though not her presidential duties. The special committee voted to recommend a change that would strip RA of the titles of president and vice president. Under the plan, which was supported by all committee members present, except Joe Stowers, the president would be called the "chair of the board" and the vice president would be the "vice chair of the board."

In addition, the executive vice president (EVP), currently Jerry Volloy, would be known as the chief executive officer, or CEO. The changes were suggested in order to clarify the roles and responsibilities of each position.

"This makes it clear who is elected and who is appointed," said Singer, in support of the motion.

Vicky Wingert, who has served as president and the EVP, agreed that members need more clarity about the two very different positions. "It needs to be very clear that the EVP is a staff position that works at the discretion of the board of directors," she said. "I don't want the EVP to speak for us."

Craig, another former president, said she felt strongly that the presidential designation is "inappropriate." "The power is in the board. Members don't elect a president, the board elects its own president," she said.

Stowers, on the other hand, said the decision to make the EVP a CEO, would "dilute" the role of Volloy and his successors. Stowers had proposed calling the EVP, president, in order to increase his or her stature in the community. Stowers was the only dissenting vote. "We are castrating this organization," he said, after the vote. "I wanted a president."

• DRB INFLUENCE

In a vote of 14 to 1, the committee overwhelmingly recommended that the Design Review Board (DRB) should remain an independent organization, free from the constraints of a RA board. The special committee sided with the findings of the Design Review and Use Covenants subcommittee which found that in the "appeals process, DRB decisions on appeal must remain under the purview of the DRB."

The subcommittee felt strongly that DRB decisions are rendered as the result of "careful and serious interpretation of the Design Guidelines by panels of professional and experienced lay members," according to RA documents. The special committee agreed that an appeal to another body, like the RA board, would "undermine the intent of the Design Guidelines."

Richard Newlon, chairman of the DRB and a member of the special committee, made it clear that his allegiances were firmly with the DRB. "I am not for it. If we even open the smallest crack in the door, it would be a disaster," Newlon said.

Stowers called it a "nightmare," while Kohann Whitney argued the DRB should "remain the way it is."

Jones said the decision on DRB appeals was one of the most difficult for her to make. While she said there are "extraordinary circumstances" that might call for an outside ruling, she ultimately decided that RA would have trouble recruiting members to the DRB, if it had to answer to the RA board.

"It terrifies me that we could be trumped by the board," Newlon said, before leaving for a DRB meeting. "You might as well close the door on the DRB if the buck doesn't stop here."

RA's newest board member, Jenn Blackwell, a local attorney, cast the lone vote against the status quo. Blackwell said she favored a process that would give the RA board a chance for "limited" appeals opportunities.

Note: As of press time, the only additional meeting of the Special Committee on Governing Documents Review was scheduled for Tuesday, Aug. 5. The committee may need to schedule future meetings. For dates and times, consult the RA Web site at www.reston.org.