Bylaws: An Open Email to All OVA Board Members and Candidates

Editor’s note: What follows is the body of an Email sent by Hugh Helm to OVA Board candidates and sitting Board members, on Feb 13, 2024. The Subject line read “Board Power or People Power”.

Greetings Everyone:

There is a recent article in the Oakmont Observer I wrote entitled ”Why OVA Bylaws Have Not Been Updated.” https://oakmontobserver.com/why-ova-bylaws-have-not-been-updated . Please read it so you will better understand this email. I wrote this article because I want the bylaws updated of course, but primarily because there is a fundamental issue that needs resolved before that occurs. To get revisions passed, it will take full community support, and that will not happen if it includes, as it did in 2020, an attempt to weaken the power of members. The OVA board needs to decide what kind of governmental organization Oakmont Village should have.. The answer to that will shape the bylaws, and must first be resolved.

The options are these: there are people who think OVA should be run like a private business, having a board with plenary powers and passive investors.  Applied to OVA, this means the board, through legal maneuvering, could pretty much do within legal limits what it pleases, and the only recourse for members is the election of directors. On the other hand, Oakmont Village members could delegate broad powers to the board, but build in checks on their powers, such as the power of members to  call special meetings to override board decisions and recall directors, or such as  requiring member votes for certain capital expenditures, etc.  These powers may be rarely used, because just  their  availability to the members will encourage boards to be mindful.  This model is like California state government, in which the legislature and governor  may enact laws, but the people can vote on propositions that override these laws.  I call the options board power vs member power.

A member-powered OVA was envisioned by H. N. Berger in 1964, and is reflected in his original bylaws. The Bylaws Revision Committee of 2018-19 continued this vision, as reflected in those proposed revisions.. Because some of the member-power provisions of the original bylaws have been subsequently weakened (such as, the binding power of special meetings), some revisions actually increase the power of members.

The view that the board should have plenary power is urged on us by those who say we have no choice, that it is the law. That is pure bunk.  Our structure is a political decision, not a legal one. Oakmont Village can  organize itself to be member-powered, and good  legal help can maneuver around the various impediments, and shape our governance as the members may decide.

So, which shall it be?  Board power or people power?  If you favor board power, I doubt bylaws revisions that reflect that, will ever get the votes needed to adopt.  There will always be an ardent element of Oakmont Village that favors people power, and without the full support of the community, getting the votes will be extremely hard.   If you choose people power, my guess is that you will be lauded by the community, and will get broad community support for your proposed revisions. As board members, you are responsible for making this decision.  As candidates, in order for voters to make a good decision, you should announce which side you favor.

Regards, Hugh