Authority
The Orinda Horsemen’s Association (OHA), originally comprised about seventeen families
which became the charter proprietary members. The number of proprietary members has grown
to approximately twenty-five by 1997.
To deal with the EBMUD and to carry out the business of the Association, the by-laws
call for the election of a Board of Directors consisting of seven members of the
corporation at the annual meeting. The By-Laws give the Board of Directors the powers to
control the property used by the corporation, to establish policies and enforce rules and
regulations, to appoint and remove all officers, to fix fees and charges for use of
facilities and to negotiate leases for pasture land to be used by the members of the
association. .
The by-laws establish the following officers: President, Vice-President, Secretary and
Treasurer and any other officers the Board may establish. “The President shall be the
executive officer of the corporation subject to control of the Board of Directors and
shall have general supervision direction and control of the affairs of the
corporation”. At most times, however, the President has been most successful when he
or she has been able to involve as many members as possible in the making and
implementation of decisions.
The decision making authority of the Board of Directors vis-a-vis that of the general
membership is not clearly defined. This issue came into focus at a meeting of the Board
with a representative of the District held in June 1986. The District representative
favored rotation of the herd among pastures, including the Pear Orchard as a means of
mitigating fire danger as well as conservation of the pastures and their ecology. The
meeting was summarized in minutes prepared by Secretary Morris Older. As indicated in the
minutes, certain members argued that “moving the herd is something that could only be
done by a general membership meeting and this was a new authority that the Board has
abrogated to itself”. Others agreed that “we had elected a Board to make these
kinds of decisions.” The Board managed to evade the issue when it was suggested that
the “Board in fact was not making this decision, but merely implementing a directive
of EBMUD. The Board went on to vote 6-0 that the implementation of EBMUD’s request is
within the Boards powers….” To date, the Board’s perceived authority remains
nebulous except on routine, non-controversial matters. In fact expenditure authority was
spelled out in the minutes of 10/5/88, “The Board decided that aside from normal,
large expenses (hay, EBMUD payments, insurance) that expenses over $200.00 will require
approval of the membership, and that only expenses less than $200.00 can be made on Board
approval alone.” Certainly, this devolution of power was not envisioned in the
by-laws of the OHA.
