November 25: Update from the preview article published before the meeting. Board discussion and actions are shown in italics.
The intent of this article is to give a short preview of Tuesday’s Board meeting, highlighting a few agenda items that may be of particular interest to OVA members. Information is taken from the Board Meeting Packet, and page numbers are those listed at the bottom of each page in that document.
Agenda item 4. [pp 1-19] Consent Calendar. Of particular note is that the Board Meeting Packet includes draft minutes of both last month’s regular Board meeting and last week’s budget meeting. An outline of the proposed budget is included, with a breakdown of the $98/member/month dues for 2020 (the maximum allowed under the August vote for an increased dues limit for 2020). The earlier proposed $10/member/month contribution to a Capital Reserve Fund for the golf courses has been replaced by an $8.50 “Golf Club Social Membership” included in our dues and thus mandatory. It is not clear why the amount was reduced, but perhaps because they needed the extra $1.50/member/month to balance the budget?
There are also charter revisions for the BCC and ASA committees which some members might be interested in, and approval of a new Second Half of Life Club. As parts of the Consent Calendar, there will be little or no discussion of these items by the board, but members could ask questions or raise concerns at the Open Forum.
Consent Calendar approved, as expected.
Agenda item 5. President’s message: Steve briefly explained that complexity of transition was taking a lot of time in the OGC acquisition, and listed key dates for more information:
- Nov 29 – Eblast will link to OGC purchase status information, which will also be printed in the Dec 1 Oakmont News.
- Dec 3 – OGC acquisition status town hall meeting (10 am in Berger).
Agenda item 7.B. Management Report. Kevin Hubred reported the approval by the Board at the previous week’s special meeting of both the 2020 OVA budget and the 2020 OVA reserve study. A short summary of the 2020 OVA budget is included on p. 5 of the Board Meeting Packet. The annual budget packet will be mailed to OVA members, to be received no later than Dec 1, as required by law. Kevin also discussed the process and legal requirements for nominations for director for the upcoming election, noting that any OVA member is allowed to nominate himself and that approval by the Nominating Committee is not required.
Agenda item 8. Open Forum. Three members posed questions or made comments. Watch the video, between approximately 20:00 and 28:00.
Agenda item 10.A. [p 42] Executive Session Legal Matters. This resolution simply asserts that consideration of pending and threatened legal proceedings are legitimate topics for discussion in Executive Session.
Resolution passed with changes. Steve explained that the intent was to itemize things that can be restricted to Executive Session to litigation matters, contracts and personnel. He changed “opinions” (see the resolution on p. 42 of the Board Meeting Packet) to “contracts”, thus excluding legal opinions. Noel expressed concern that legal opinions often come with a statement about attorney-client privilege, and recommended consulting with legal counsel before moving forward. With this caveat added, the resolution passed. NOTE: Oakmont Forum leadership has long advocated publishing all legal opinions that did not fall under the other restrictions, i.e. that did not concern litigation, contracts or personnel matters, so we believe this is a step in the right direction.
Agenda item 10.B. [pp 43-75] Election Rules Revision. Recent passage of SB 323 requires Election Rules changes by all HOAs, and this item is to approve such changes. The proposed new election rules are included, as well as a red-lined copy of the current election rules. The resolution begins the process of approval by requiring their publication in the Dec 1 issue of the Oakmont News, with formal approval at a special Board meeting on or before January 7.
Resolution passed. Watch the video, between approximately 32:30 and 58:00. Kevin summarized SB 323 and its requirements for modifying election rules, including board member qualifications, specifications of election procedures, qualifications for voting, etc. There was some discussion about the timeline for adoption. A member objected to Kevin’s calling the Nominating Committee (NC) moot, and expressed the opinion that a strong purpose of the NC was to assure that there are sufficient candidates to meet the Bylaws requirement of the number of open seats plus two. Steve related a discussion with OVA’s lawyer, in which the opinion was given that under current law it was not required to have a Nominating Committee, in spite of the requirement in our Bylaws. There was substantial discussion over the pros and cons of having a Nominating Committee, and it was not clear whether or not the Board would choose to appoint a NC. NOTE: Later last week it was announced that there would be a special board meeting on November 27 at 3 pm for the purpose of appointing a Nominating Committee.
Agenda item 10.C. [p 76] OVA Protection of Member Email Addresses. SB 323 also requires publication of member Email addresses in a membership list, unless a member has opted out. This resolution requires OVA to develop an opt-out process for this purpose.
Resolution passed. Watch the video, between approximately 58:00 and 1:02:00.
Agenda item 10.D. [p 77] BOD review of OVA Bylaw Revisions. This resolution would establish an OVA executive committee, i.e. a committee of Board members, to combine inputs from three sources (Ad Hoc Bylaws Revision Committee report and recommendations, submitted last spring; Adams-Stirling Bylaws review and recommendations; and SB 323 requirements), “to prepare a summary review and proposed recommendation for action” by the next Board meeting Dec 17.
Resolution passed. Watch the video, between approximately 1:02:00 and 1:19:00. Tom discussed the resolution, stating that “the goal would be to have some new town halls in the new calendar year and a vote, probably earlyish in the calendar year, that would allow us potentially to adopt a new, more modern set of bylaws.” Tom also stated that the Dec 17 product would be a list of possible revisions to our Bylaws (i.e. not a complete set of revised Bylaws). Responding to questions from Noel, Steve identified the members of the executive committee as himself, Tom and Carolyn; stated that the executive committee meetings are not open or minutes taken and published. The CETC chair discussed the proposal of the following resolution (see item 10.E. below). Steve responded that his plan was to complete the initial Dec 17 review as an executive committee (therefore, closed and board members only), and then at that point to admit two additional members. Prior to the executive committee transforming into the ad hoc committee (Dec 17), the executive committee will get all the inputs in the same place. Meetings of the ad hoc committee will then further iron out the details, with meetings open to OVA members. Steve also described the need to revise all governing documents, including the CC&R’s and suggested that, after a vote was taken, if the very high threshold for revising the CC&R’s was not met but over 50% had voted for the changes, then it might be appropriate to ask a court to order the revisions, in order to keep all governing documents consistent with each other and with California law. At the end of the discussion, Tom asserted that the reason for using an executive committee is not to keep things secret, but to do the Board’s duty to consider all of the inputs before moving to the next step.
Agenda item 10.E. [p 78] CETC Resolution. The core resolution (without the whereas paragraphs) reads: “That two members of the BRC be appointed and included with the three Board members to review OVA’s current Bylaws, counsel’s suggested Bylaws, and integrate the changes submitted by the BRC. Rename the committee “ad hoc” vs executive committee to accommodate the change.” This resolution is designed to make the executive committee proposed in the prior item more transparent. It would also make it more likely that the combined report would represent the will of the former Bylaws Revision Committee, and would add legal expertise because the BRC members most likely to be chosen are those who are retired lawyers.
Resolution tabled until the December meeting. Watch the video, between approximately 1:19:00 and 1:34:00. During discussion, Noel made a strong argument that it is premature to decide the ad hoc committee composition, especially if its charter is to be expanded to include all OVA governing documents, as suggested by Steve. Noel and others expect that the effort will require more than just the five members identified in the resolution. Marianne and the CETC chair declared that the intent of the resolution was only to cover the Bylaws [and Articles of Incorporation that was also considered by the Bylaws Revision Committee]. Another member suggested that the complete job of revising all governing documents would take at least 18 months.
Agenda item 10.F. [p 79] OVA Facility Use During PSPS. “The board will discuss the option of opening the OVA facilities for charging stations and potentially for a shelter for OVA residents and for residents of neighboring communities.” This anticipates that power outages, such as we experienced in October, may be repeated in the future.
Resolution passed. Watch the video, between approximately 1:34:00 and 1:53:00. Discussion included concerns about inclusion of outside communities, liability added, overcrowding of the facility including children, etc. The resolution, as written, only called for discussion, not any particular commitment, and directors also suggested soliciting community input before making any such commitment. The resolution was passed, with discussion that community input would be solicited and the possibility considered again at the December meeting.
Agenda item 11. Review [pp 80-85] Meeting minutes for the Long Range Planning Committee Nov 4 (pp 80-81); the OVA Workshop on Residential Solar Power Systems Nov 5 (pp 82-84); and the OVA Finance Committee Sep 12 (p 85). The LRPC meeting included debriefing about the recent power shutoffs, reports of the Solar and Aging in Place subcommittees, and a review of Central Complex planning. The Workshop minutes contain a lot of substantive information that was presented during the Workshop.
Agenda item 12. Next Meetings
- Dec 3, 10 am Berger — OGC Acquisition Update Townhall
- Dec 3, 1 pm Berger — ERC Renovation Review Townhall
- Dec 17, 1 pm Berger — Board meeting
Kudos to the Board and/or OVA staff for getting the meeting packet out earlier than in the past (the meeting packet announcement went out on Saturday evening, vs Sunday or Monday for previous Tuesday Board meetings). Also, unlike prior meeting packets, including the October one, the meeting packet this month does not appear to have been censored. If a topic is a subject for a regular board meeting, open to all OVA members, then the materials reviewed by the Board for the meeting should also be open to all members, rather than withholding material someone considers to be sensitive. Hopefully this month is the start of providing complete meeting packets to all members.
In order to stay informed about activities that will impact all of us, OVA members should review the OVA Board meeting packets when they come out. As shown by the very limited highlights above, there are lots of things going on. This article is far from comprehensive. For more complete details, you should review the meeting packet itself. If you would like the Board to know how you feel about any issue, you should show up at the Board meeting, or Email them at BoardOfDirectors@oakmontvillage.com .
Committee minutes have been included in the list above, because committee work is important and the only way to know what goes on in the committees, other than attending their meetings, is to review their minutes when they become available. Some committees publish their minutes on the OVA committee web pages, where you may find them sooner than they will appear in OVA Board meeting packets.