Plural Memberships

Priorities: Plural Memberships

September 4, 2025 board meeting agenda:

Background: The bylaws provide a process for increasing membership dues. Otherwise, it is silent about the administration of the membership dues.

The 1993 restated articles of incorporation state the following regarding membership:

“Membership is SANGRE DE CRISTO RANCH OWNERS, INC., shall be limited solely to persons, including firms, corporations, partnerships and other legal entities recognized by Colorado law, acquiring or owning legal or equitable title to any lot or lots within the subdivision known as Sangre de Cristo ranches…Each lot shall have one (1) membership, regardless of the ownership of the lot, except that no person, corporation, partnership or other legal entity shall be entitled to more than five (5) memberships. Each membership shall be entitled to one(1) vote.”

Yet, the bylaws currently state:

“At any meeting of the membership called and held pursuant to the provision of the bylaws, the rule of one (1) vote per lot(s)/parcel(s) owner prevails.”

The historical pattern of SCRO leadership has been to simply not mention that some property owners may be entitled to more than one membership. Thus, the articles of incorporation conflict with the bylaws as well as with what happens in practice. There is a need for more detail to be memorialized in the governing documents concerning the administration of dues and plural memberships.

Discussion: Consider establishing a membership protocols committee. The proposed committee would recommend to the board “next steps” regarding:

How to handle plural memberships
When membership terms begin and end
How and when the amount of the dues is established
How dues are to be prorated across the year
In which cases would a refund of dues be given
What information needs to be gathered in a membership application
How and how often is the accuracy of member data confirmed
If a member sells their property, do they lose their voting rights for the remainder of the year

Next steps may include the creation of a protocols document (that could be later modified by the board), as well as amendments to the bylaws and/or the articles of incorporation. Any proposed amendments would be considered for approval first by the board, then by the membership.

How many people would be on the committee? What would the application process look like? Would we assign a board member as a liaison? Would that liaison be a voting or non-voting member of the committee? Would the committee chair need to be a non-board member? Would the committee meetings need to be publicly notified? Would committee members have to be SCRO members?

Vote by voice: Motion to “establish a membership protocols committee with ___ members and with _______ as the [voting/non-voting] committee liaison.”

September 4, 2025 board meeting minutes:

Discussion: The board considered establishing a membership protocols committee to research the inconsistencies within the governing documents related to memberships.

Vote: Board Member Squire moved to establish a membership protocols committee with five members total (Board Member Way as the voting liaison and four non-board members); Board Member Powell seconded the motion. A voice vote resulted as follows: The yeas prevailed; motion passed.

September 18, 2025 work session agenda:

Background: The bylaws provide a process for increasing membership dues. Otherwise, it is silent about the administration of the membership dues.

The 1993 restated articles of incorporation state the following regarding membership:

Yet, the bylaws currently state:

“At any meeting of the membership called and held pursuant to the provision of the bylaws, the rule of one (1) vote per lot(s)/parcel(s) owner prevails.”

Thus, the articles of incorporation conflict with the bylaws as well as with what happens in practice. There is a need for more detail to be memorialized in the governing documents concerning the administration of dues and plural memberships.

During the Sep 4 board meeting, a membership protocols committee was formed. The committee will have five members total (Board Member Way as the voting liaison and four non-board members). The committee is to recommend to the board “next steps” regarding:

How to handle plural memberships
When membership terms begin and end
How and when the amount of the dues is established
How dues are to be prorated across the year
In which cases would a refund of dues be given
What information needs to be gathered in a membership application
How and how often is the accuracy of member data confirmed
If a member sells their property, do they lose their voting rights for the remainder of the year

Discussion led by Board Member Way: Consider how to recruit and select members for the membership protocols committee and answer the following questions:

What would the application process look like?
Would the committee chair need to be a non-board member?
Would the committee meetings need to be publicly notified?
Would committee members have to be SCRO members?

September 18, 2025 work session post-meeting notes:

Discussion: Board Member Frase led a discussion on how the board might want to resolve the conflict between the articles of incorporation and the bylaws regarding the number of memberships one individual/family/entity can hold and how many votes they are allowed to cast during a membership vote (also known as “plural memberships”).

The general consensus was that the board would prefer to delay resolving the conflict until SCRO reorganizes as a 501(c)4. This opens SCRO to a legal challenge if a member who is entitled to plural memberships decides to challenge how SCRO is not currently prepared to facilitate and honor plural memberships.

October 2, 2025 board meeting agenda:

Background: The bylaws provide a process for increasing membership dues. Otherwise, it is silent about the administration of the membership dues.

The 1993 restated articles of incorporation state the following regarding membership:

Yet, the bylaws currently state:

“At any meeting of the membership called and held pursuant to the provision of the bylaws, the rule of one (1) vote per lot(s)/parcel(s) owner prevails.”

During the September 4, 2025, regular board meeting, the board voted to establish a membership protocols committee to recommend to the board “next steps” regarding the resolution of this conflict. Board Member Way has subsequently drafted a detailed plan for the creation and management of this committee.

During the September 18, 2025 work session, the board indicated a desire to not address this issue until SCRO reorganizes from a 501(c)(4) organization to a 501(c)(3) organization, at which time the articles of incorporation and the bylaws will be rewritten and/or readopted.

Furthermore, Board Member Frase has been working on the administrative protocols, which is the governing document that contains the protocols used to implement the mandates contained in federal law, state law, SCRO’s articles of incorporation, and SCRO’s bylaws (see attachment “Administrative Protocols”). She has identified a number of areas that may need input from non-board members, not limited to only plural memberships; those areas are highlighted in red in the handout.

Given these developments, it may be best to rescind the Sep 4 vote to create a membership protocols committee and then, at a later date, establish an advisory committee that can provide feedback on all of the more controversial areas. The plan created by Board Member Way could be the template for establishing and launching that advisory committee.

Vote by voice: Motion to “rescind the vote conducted during the September 4, 2025, regular board meeting pertaining to the establishment of a membership protocols committee.”

October 2, 2025 board meeting minutes:

Discussion: The board discussed how discussions and decisions have unfolded concerning the conflict in our governing documents related to plural memberships, including last board meeting’s vote to create a membership protocols advisory committee to provide guidance from membership on how to resolve the conflict. Likewise, the board discussed our plan to create a set of administrative protocols to capture how the responsibilities prescribed in our governing document are to be implemented.

The conclusion drawn as a result of this discussion is that the board should rescind the vote to create the membership protocols committee and, instead, at a later date, establish a similar committee that will advise the board on the administrative protocols and on any potential amendments to the bylaws and/or articles of incorporation that may result from the creation and review of the protocols.

Vote: Board Member Way moved to rescind the vote conducted during the September 4, 2025, regular board meeting pertaining to the establishment of a membership protocols committee; Board Member Rodriguez-Walters seconded the motion. A voice vote resulted as follows: The yeas prevailed; motion passed.