Fiduciary Duty, Not Further Division

Tahoe Donner protocol must be upheld in lodge decision


By Jeff Bonzon, Tom Johns, Steve Miller, and James Stang

In 1971, Tahoe Donner developer Dart Industries built a real estate sales office at the base of the neighborhood’s planned downhill ski hill. When the ski hill opened, the real estate office was converted into a makeshift ski lodge.

Today, 50 years and several renovations later, the ski lodge has exceeded its useful life and must be replaced with a facility built to current building and industry standards, and designed and sized to serve the HOA’s needs, both today and in the future. The ski lodge replacement project has created debate within the HOA, which is now spilling over to the rest of Truckee.

As former presidents of the Tahoe Donner HOA, together we represent more than 17 years of experience on Tahoe Donner’s board of directors, and over a century of Tahoe Donner home ownership. While no longer representing homeowners as board members, we share a continued commitment to the Tahoe Donner community. Downhill ski lodge replacement has been contemplated since at least 2011, when the board approved the Tahoe Donner 2030 General Plan. Planning for the new facility has progressed steadily since the board voted in 2019 to proceed with replacement rather than renovation.


Though we embrace the community debate that the ski lodge project has inspired, there is one thing that must be beyond debate: the board’s solemn fiduciary duty to membership as a whole. Because they are fiduciaries, required by law to act for the benefit of all Tahoe Donner homeowners, board members have a legal duty to put aside personal interests and opinions for the sake of the common good. Additionally, board members may not serve the special interests of pressure groups. As fiduciaries, they are legally mandated to serve the best interest of the membership as a whole.

In forming their judgments, board members are legally obliged to rely on information, advice, and reports prepared by knowledgeable HOA employees, experts, and professionals. This careful process is intended to ensure that board members avoid a rush to judgment, and base their decisions on the best information available. As former HOA presidents, we know that there are many varied and valuable opinions among Tahoe Donner’s nearly 6,500 voting members. Decisions benefit from a diversity of perspectives, so every director should welcome member input on all matters before the board. However, diverse member opinion cannot replace a director’s legal duty to base decisions on good faith business judgment grounded in reasonable inquiry, valid information, and competent advice.

Recently, a pressure group hostile to the ski lodge proposal under consideration has begun a divisive campaign to spread misinformation, to denigrate the duly elected board, to discredit Tahoe Donner’s staff, and to disparage the expertise of the HOA’s hired consultants. An apparent goal of this pressure campaign is to interfere with the board’s fiduciary duty to make carefully considered, well-informed decisions representing the interests of all HOA members.

Instead, before the staff has completed its work and the board its due diligence, and before all the relevant information is confirmed, the pressure group appears to favor disrupting the careful and transparent planning process to force a politically charged referendum to impose an arbitrary spending cap on the ski lodge project.

Although the project has been studied for many years, the design planning process for a new Tahoe Donner ski lodge is in its early stages. A final proposal is months away, with many questions still to be answered. We depend on the board, as fiduciaries for all Tahoe Donner homeowners, to work with the HOA’s staff and its expert ski industry consultants to ensure that all HOA members are given clear, concise, and accurate information about the proposal’s details and rationale.

Tahoe Donner’s original ski lodge provided many beautiful family memories over the last 50 years. Today, it is time to build a new ski lodge that is appropriately sized and designed for Tahoe Donner’s next 50 years. We urge the board to continue to act with prudence and diligence in planning for a new ski lodge, and we ask our fellow HOA members to join together, united in a reasonable and respectful spirit, to support the board’s fiduciary duty to our Tahoe Donner community as a whole.

~ Four Tahoe Donner Board of Directors past presidents, Jeff Bonzon, Tom Johns, Steve Miller, and Jim Stang are heavily involved in the community. All retired after fruitful careers spanning insurance to finance to programming, and together the four have over 17 years of experience on the board.


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