OVA Governing Documents Progress Report – 2025 March 11

The OVA Governing Documents Ad Hoc Committee (renamed from the Bylaws Ad Hoc Committee) meets on the first Tuesday of each month (except this month when it was on the second Tuesday) at 1 pm in Suite B of the OVA offices. The Committee web page, with links to all posted agendas and meeting minutes, can be found at https://oakmontvillage.com/article/author/bylaw-revision-committee/ . Minutes are now being approved and posted soon after the Committee meets. These provide the permanent documentation of Committee activities and decisions. For this month’s meeting, the agenda is posted here. All committee members were present except for Bern Lefson, and Board Liaison Heidi Klyn, Staff Liaison Christel Antone, and Communications Task Force Chair, Jackie Ryan, were also in attendance. Guests included myself, Peggy Dombek and Peg Stone.

During the initial Open Forum, Peggy Dombeck voiced her desire for the committee to have two meetings per month instead of one, in order to get the process moving. Discussion followed, with the upshot being that (1) the committee serves at the pleasure of the Board and the Board must tell the committee if it wants them to meet twice a month, (2) the committee is still new, today’s meeting being only the second that included a full roster of members, and (3) as they get further into the process, more frequent meetings are quite likely. All the meetings since the committee began last year have addressed issues of organization, initial discussions with the attorney, and development of the multi-phase strategy (which was detailed in last month’s committee progress report).

The first topic of business was election of a Vice Chair and a Recording Secretary. David Simpson was nominated as Recording Secretary and elected unanimously. Chairman Steve Spillman noted that the position of Recording Secretary is likely to be a demanding one, dealing with all records generated by the committee, as well as committee minutes. Next, Josh Axelrod was nominated as Vice Chair and elected unanimously.

The next topic was discussion of questions for attorney Nathan McGuire, who will meet with the committee in closed session (to ensure attorney-client privilege) on Monday, March 17. This will be the first meeting of the full committee with the attorney. David Simpson, who is himself an attorney, had prepared and distributed to the committee a set of nine candidate questions for Mr. McGuire. Committee members had no feedback or additions to the questions – I haven’t seen them, so cannot provide any information about their content. After a little discussion, Steve asked David to order and prioritize the questions, so that at least the most important will be covered. They will be delivered to the attorney prior to the meeting.

The committee also discussed some of the challenges imposed by the complexities of the governing documents and the interactions between the documents for OVA and for the 72 subdivisions (of which 39 are sub-associations). The OVA CC&Rs do not exist as a single document, but as portions of the CC&Rs for the 72 subdivisions, and the rules for amending the OVA section of each of them generally requires a majority of both the sub-association, if there is one, and the OVA membership as a whole. Some provisions of the CC&Rs say that the Bylaws govern, where in other areas, the Bylaws are overruled by the CC&Rs or by state law. On top of all of that, it is important for the Bylaws and the CC&Rs and the Articles of Incorporation to be consistent with each other, which is why the committee has decided to amend them together rather than separately.

Next on the agenda was “New Member Orientation”. This turned out to be a collection of several miscellaneous topics. The first of these was concerning revisions to the committee’s charter. Apparently these revisions are fairly minor, and Steve expressed the intent to present them soon to the Board for approval (next week, I think). It was noted that the committee chair (Steve Spillman) is the committee’s liaison to the Communication Taskforce, and also that the revised charter allows no more than one of the seven voting members of the committee to be an OVA director.

There was a discussion of public outreach, both to inform OVA members about committee activities and to solicit inputs from OVA members about how we might want our governing documents changed. This might take the form of town hall meetings, or publishing information in the Oakmont News and on the OVA website. It turns out that there are various barriers that make outreach difficult. First, of course, the current Board must approve any outreach plan. Apparently there are legal considerations as well, and there is a great reluctance to publicize anything until they have figured out exactly how to proceed and have consulted the lawyer. The committee is worried about confusing us, or giving us information that may later turn out to be mistaken. One of the committee members proposed preparation of a presentation about the GDC’s activities, even if they haven’t received authorization to present it to the OVA membership, and this suggestion was well received.

During the second, post-business Open Forum, I expressed my frustration that I cannot report on documents (e.g. the set of nine questions prepared by David Simpson) that I have no access to, nor meetings (e.g. the closed session with the attorney) that I am not allowed to attend. Steve acknowledged that my reports in The Oakmont Observer (OO) have been accurate, and the general feeling seemed to be that these reports have been helpful in public outreach (though not necessarily intended, and certainly not directed by the committee). But it seems that, from a legal perspective, OVA must only provide information for distribution through its official organs (Oakmont News, Eblasts, OVA website) because any such information must be made available to all OVA members equally. In contrast, The Oakmont Observer only reaches a very limited number of OVA members (our Email list is around 600, though probably as many more readers come from our Nextdoor teaser posts). Worse, of course, I have no way to limit OO readers to just Oakmont residents, so I have to be careful not to publish real financial data, for example. All of us, including myself, agree that if something can be published through official OVA channels, that is much better than dissemination through OO. But the barriers mentioned above mean that, to the degree that I am able to attend and report on GDC meetings, you will receive more timely and sometimes more complete information by reading these reports in OO.

The next regular meeting of the Committee is scheduled for April 1 at 1 pm in Suite B of the OVA offices, six days before the OVA annual meeting. Topics for that GDC meeting will include a discussion of working groups of up to three members, who would be responsible for tackling particular subtasks and bringing their proposals back to the full committee. I’m sure there will be other discussions, likely including what they learn from the attorney next week, or at least whatever they feel they can discuss in a regular, non-closed meeting. If you would like to see first-hand how the Committee operates and what progress they are making, or if you would like to express your opinion about their activities or goals, then you should consider attending.

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