ENCINITAS — The San Diego Botanic Garden’s 6,000 members can no longer vote on trustee elections or other issues.
Instead of direct democracy, the Botanic Garden’s board of trustees will have the final say on matters. On Saturday, members were invited to vote on the amendment, which ultimately passed with 75 in favor and 10 against.
Julian Duval, president and CEO of the San Diego Botanic Garden, said on Monday that the amendment came about because only a small fraction of members showed up to annual meetings. That left the door open for a special interest group to hijack the process and vote in trustees whose goals run contrary to the nonprofit’s mission.
While that never happened, the fear of a faction takeover remained, Duval said. He added that most local nonprofits, like the San Diego Zoo, have non-voting members.
“It wasn’t a good model for us,” said Duval. “We want to follow best practices.”
Duval said the Botanic Gardens had its eye on the new governance model for some time, but it was kicked into gear by a chance to expand its grounds.
“With all the surrounding development in the area, this is our last chance to expand,” Duval said.
The Leichtag Foundation, located just north, has proposed gifting 10 to 12 of its adjacent acres to the 37-acre Botanic Garden, but only if certain requirements are met.
The change to voting rights, one of the conditions, represented the first hurdle.
“They shared concerns over the vulnerability to a takeover,” Duval said.
Now, other requirements await.
For instance, the Leichtag Foundation has also said the Botanic Garden needs a plan for staying on the property over the long term.
The Botanic Garden leases the property from San Diego County and the city of Encinitas. Both leases expire at different times, creating the possibility of a legal fight.
“A number of scenarios could resolve that situation,” Duval said, adding that a deed restriction — limitations on the use of a property — is one potential solution.
Duval said it was decided that all members should have a vote in the late 1960s, before the gardens opened to the public. Back then, people signed up to be members if they wanted to shape the direction of the property. These days, many members are only interested in frequently visiting.
“A lot of people just don’t go to the meetings,” Duval said, noting that attendance ranges from 25 to 100 people at annual meetings.
Duval said the 10 members opposed to the new governance model feared being unable to vote at some point, even though some hadn’t exercised that power in the past.
Some members wanted to have the power just in case, Duval said.
“I’m proud the vast majority supported the change,” he added.
Currently, there are 17 members on the board of trustees, with a maximum of 35 allowed.
Going forward, the board will elect future trustees.
Duval said the board will look into widening the trustee nomination process so those who aren’t on the board can participate.
Members previously had the power to vote directly on certain issues, but that’s now reserved for the board.
