OVA Bylaws Amendments — Revisited
In their October general meeting, the OVA Board of Directors voted to engage legal counsel to pursue a petition with the Sonoma County Superior Court, with the goal of enacting Bylaws amendments identical to those voted on by the OVA membership in this year’s spring election.
Text of the Bylaws amendment proposals
- Proposal #1: Add a new Section 11.2 to Article XI of the OVA Bylaws and allow the Board, without a member vote, to amend the OVA Bylaws if, but only to the extent, an amendment is appropriate to keep OVA’s Bylaws compliant with the law.
- Proposal #2: Amend Section 11.1 of Article XI of the OVA Bylaws to permit OVA’s Bylaws to be amended in the future if both a quorum of at least 50% of all eligible voters vote and at least fifty-five percent (55%) of those casting votes approve of the proposed amendment.
Bylaws Amendments Pros and Cons (https://oakmontobserver.com/bylaws-amendments-pros-and-cons/)
Arguments as summarized by ChatGPT, as published in The Oakmont Observer prior to the election.
Results of the spring election
The official results of the spring election show that Proposal #1 received 1,369 affirmative votes, out of 1,658 valid ballots received. This amounted to 82.6% of valid votes, but only 42.6% of eligible ownership units (3,212). Proposal #2 received 1,311 affirmative votes, out of 1,658 valid ballots received. This amounted to 79.1% of valid votes, but only 40.8% of eligible ownership units. Both proposals fell well short of the 1,607 affirmative votes needed to amend the Bylaws using the existing amendment standards.
The OVA Board’s resolution
The resolution, which passed with one dissenting vote, authorizes the OVA General Manager to hire an experienced HOA law firm to file a petition to the Sonoma County Superior Court, with the goal of enacting the resolutions exactly as voted on in the spring, and authorizes payment of up to $20,000 for legal representation and any fees or expenses resulting from the effort.
Commentary
Most OVA members, including myself, easily support Proposal #1, which only allows the Board to make the minimum changes necessary to make the Bylaws consistent with state law (which changes somewhat every year). The controversy over Proposal #2, which received 58 fewer affirmative votes than Proposal #1, is about what level of OVA membership support should be required in order to amend our Bylaws. At one extreme are those who, like the 2020 OVA Board, would allow this fundamental governing document to be changed by majority vote of a low quorum of OVA members (the 2020 proposal initially used a 25% quorum, which theoretically could have allowed just over 12.5% (404 votes in this year’s election) of OVA members to vote in an amendment). At the other extreme are those who favor the status quo, requiring a majority of the full membership of OVA (1,607 votes in this year’s election) to vote affirmatively for an amendment to pass. The justification this extreme is either that anything less is undemocratic, or that the Bylaws should be very difficult to change and that the 1992 amendments prove that it is possible.
I supported passage of these resolutions in the spring and I continue to believe that they are in the best interests of the Oakmont Village Association. Like most of us, I believe that it should be difficult but not next to impossible (as it is now) to amend our Bylaws.
Most importantly, in my view, is whether or not the decisions resulting from the election were the same as they would have been, had all eligible OVA members become informed and voted. By that standard, the spring election failed, because it is simply not credible that, given the roughly 80% approval by those who chose to vote, the measures would have failed, had every eligible OVA member voted. I would prefer that Proposal #2 made it a bit more difficult, say with a 60% quorum and 55% of the votes being affirmative, in order to pass an amendment. But Proposal #2, as written, is adequate to assure me that the decision coming out of a Bylaws election is highly likely to match the result if every eligible OVA member had voted.
Given the circumstances, I fully support the Board’s action on this issue.
Bruce:
I agree with much of your article, but not your conclusion.
I support the two Bylaws Amendments. As the former GDC Chair, I authored the original versions of each of them. But I cannot support the BOD’s decision to ask a judge to help it involuntarily impose those Amendments on Oakmont’s residents. I wish the BOD instead would champion the community’s right and capacity to govern itself by putting those same two Amendments to a re-vote supported (this time) by a Board-orchestrated golf-course-like “Yes on Amendments” campaign.
The statute the BOD intends to invoke (Calif Corp Code §7515) is intended for HOAs that – in the words of the statute – cannot govern themselves “without further resort” to the court. How is that Oakmont? To my knowledge, Oakmont as never previously had to resort to the court to govern itself. It has always relied on the ballot box and the right and ability of the resident/voters to govern themselves.
This is true even when large voter turnout was required.
In 1992, over 50% of all eligible voters were needed to turn out and vote “Yes” in order to amend the Bylaws (to increase new member fees), and they did. In 2006, over 75% of all eligible voters needed to turn out and vote “Yes” to amend the CC&Rs, and they did so again. In 2019, a similar number were needed to turn out and vote “Yes” to impose a golf course dues increase on themselves, and they did that, too. Yes, the 2026 Bylaws Amendments did not pass. Yet, over 50% of all eligible voters still did turn out to vote.
I don’t read the 2026 vote to mean Oakmont has a chronic voter turnout problem or that Oakmont can’t govern itself without the help of the court. I read it to mean there wasn’t a sufficient “Yes on Amendments” campaign in 2026. Where were the lawn signs? The flyers? People knocking on doors? Meaningful outreach? Advocacy pieces in the ON? I wasn’t living here at the time, but compare the 2026 campaign to the 2019 golf course campaign. Not even close.
To me, putting the two Bylaw Amendments to a re-vote and orchestrating an accompanying golf course-like campaign would support and champion the community’s right to, and capacity for, self-governance. Shouldn’t that be part of the role of the BOD? To me, filing a lawyer-recommended petition in court does just the opposite.
I’ll close just by noting that as recently as August of this year such a re-vote is also precisely what this BOD appeared to indicate to the community that it intended to pursue, when it re-chartered the Governing Docs Committee “to assist the Board in: 1) Completing the previously authorized OVA Bylaws amendment project. . .by preparing a future membership vote on the two proposed Bylaws amendments that did not receive the approval threshold required for adoption.” That was a good idea, BOD. What happened to that?
-Dave Simpson