Latest development developments

[Wilbur]

It's true that Corps. Code sec. 7911 says

7911. (a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are:

(1) Approved by the board; and
(2) Unless the transaction is in the usual and regular course of its activities, approved by the members (Section 5034), either before or after approval by the board and before or after the transaction.

But the land in question is not yet an asset of the corporation, and more importantly that section is a restraint against not just individual transactions as to one piece of ground, but against gutting the corporation of its assets: "all or substantially all of its assets."

Also, although the Nonprofit Mutual Benefit Corp Law does apply to CIDs as to corporate matters, the courts when looking at CIDs tend to look over the top of the Corporations Code to the more specific powers and restrictions in Davis-Stirling and the CC&Rs. Think of the CC&Rs as one long "footnote" of terms and conditions in your "share certificate" in the corporation.

Drafted by developers' attorneys, CC&Rs unsurprisingly favor the corporation (the developer's corporation, at time of development) and don't give you the member much say in things. It is in response to that structural imbalance of power that the Legislature keeps adding member empowerment rights to Davis-Stirling, including the exclusive use statute which imposes the membership approval requirement you're talking about before the corporation can give away common area.

The Corporations Code also permits the members to impose their own membership approval requirements on the Corporation by Bylaws amendment, which is the mechanism employed by the CATV Freedom Of Choice amendment.

In the absence of explicit membership approval mechanisms in the CC&Rs or Davis-Stirling itself, the California Supreme Court has said courts pretty much should leave boards alone in their business decisions and not second guess. It's theirs to run into the ground.

we are serfs, but are slowly accruing some rights. We're at maybe Magna Carta but definitely not the US Constitution.

I won't argue much with what you say about the County other than that I wouldn't say it quite so harshly and that I think different outcomes could result from different approaches and more modest goals.