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
Thanks Dave for your clearly written words on why our BOD’s action was unjustified. Your service as chair of the Government Documents Committee adds considerable weight to your thoughts.
The provisions in state law and code that authorize a court to lower ratification standards or impose amendments is based on two conditions: One, the amendments in question are essential to an HOA’s self governing functions. Has that test been met? In what area does our board lack the authority it needs?
The second justification is that the supermajority required is essentially impossible to obtain. That condition is usually affirmed by repeated attempts that failed. Our April vote was decided by a tiny number of votes. Does one effort confirm the assertion of a bar too high to clear?
I’m not alone in thinking the current threshold should lowered, and that the board’s proposal went too far in the other direction. A more modest adjustment would have likely gained sufficient votes to pass. The board’s unwillingness to consider a modest adjustment is baffling.
I’m not sure what a OVA election costs these days. The last I heard was about $10k. That our board is willing to spend $20k to avoid an election is disappointing.
I applaud the Board’s recent vote to seek court approval of the 2026 bylaw amendments, although probably not for the same reason Bruce does.
I do not view a court petition as the preferred way to enact these amendments. I believe he Board should secure approval through the membership vote process. In fact, it is quite possible that a successful membership vote could have been achieved in the 2027 election before the Superior Court rules on the Board’s petition.
What I do welcome is the possibility that a court proceeding may finally bring public scrutiny to the decisions and actions of successive Boards that have led Oakmont to this point. The real story is not simply that these amendments failed. The real story is why, after eight years of effort, Oakmont is still debating the same fundamental governance issues.
The history is worth remembering.
The bylaw review effort began in earnest in 2018, when the 2018-2019 Board, led by Steve Spanier and Tom Kendrick, commissioned the first Bylaws Revision Committee. That committee spent months reviewing the governing documents and developed more than 100 proposed changes.
By 2020, the Board was advocating a substantial reduction in the amendment threshold. It initially proposed allowing future bylaw amendments to be approved by a majority vote with only a 25% quorum and later revised the proposal to a 35% quorum requirement. The proposal generated significant controversy and ultimately lacked sufficient support. In December 2020, the Board withdrew it before voters had an opportunity to decide the issue.
That withdrawal effectively reset the process and contributed to a four-year delay.
In 2024, the Board resumed work on bylaw amendment. A new committee led by Jerry Gladstone was recruited, but before that committee could begin its work, its structure and leadership changed. Steve Spillman and Heidi Klyn became co-chairs of a newly constituted committee, which then spent much of 2025 and early 2026 awaiting a draft set of bylaws that had been promised by OVA’s attorney. After eleven months, the anticipated draft had still not materialized.
Following further Board changes, a new Governing Documents Committee was convened by the Matt Oliver-led Board. Seven years after the Board first undertook bylaw reform, the GDC, under the leadership of Dave Simpson, finally succeeded in bringing two proposed amendments before the membership.
Viewed against the long and often frustrating history of this effort, that was a significant accomplishment. The amendments received overwhelming support from participating voters, approximately 83% and 79%, respectively, but still failed under the existing bylaw requirement of 1,607 affirmative votes.
This outcome was not inevitable. Oakmont has repeatedly demonstrated that it can achieve extraordinary levels of participation when Boards actively engage and mobilize the community. The 1992 bylaw amendment, the 2006 CC&R amendment, and the 2019 golf course vote all succeeded because substantial efforts were made to educate and encourage voter participation.
Even commentary following the 2026 election noted the absence of a meaningful, organized “Yes on Amendments” campaign. Residents saw no widespread outreach effort comparable to what occurred during the golf course campaign. There were no lawn signs, no sustained educational initiative, and no coordinated effort to encourage participation and support.
The Board cannot simply attribute the outcome to voter apathy. More than half of Oakmont’s eligible voters participated in the election. The Board knew the threshold that had to be met and bore responsibility for making the strongest possible case for approval. When proposals receive nearly 80% support among those voting but still fall short, it is reasonable to ask not only whether the threshold is too high, but also whether every practical effort was made to reach and motivate the broader membership.
For that reason, I welcome judicial review. Not because I believe it is the ideal path forward, but because it may finally provide an opportunity for a thorough examination of the decisions, judgments, and missed opportunities of the OVA Board that have shaped this process over the past eight years. Oakmont deserves a clear accounting of how an effort intended to modernize the bylaws became such a prolonged undertaking with so little progress to show for it.
Ironically, the Board’s decision to seek court approval may create the first comprehensive public review of the history leading to this outcome. Any Oakmont member will have the opportunity to submit arguments to the court. It will not take Clarence Darrow to prepare an effective brief drawing on the extensive history that makes a persuasive case that the OVA Board and not the Oakmont membership, bears significant responsibility for failing to get this done, enough to convince the court that our right to vote should not be abridged.
A court of law is often described as a crucible of truth. This discussion, long overdue, may ultimately prove more valuable to Oakmont than the court’s decision itself.
I applaud the Board’s recent vote to seek court approval of the 2026 bylaw amendments, although probably not for the same reason Bruce does.
I do not view a court petition as the preferred way to enact these amendments. I believe he Board should secure approval through the membership vote process. In fact, it is quite possible that a successful membership vote could have been achieved in the 2027 election before the Superior Court rules on the Board’s petition.
What I do welcome is the possibility that a court proceeding may finally bring public scrutiny to the decisions and actions of successive Boards that have led Oakmont to this point. The real story is not simply that these amendments failed. The real story is why, after eight years of effort, Oakmont is still debating the same fundamental governance issues.
The history is worth remembering.
The bylaw review effort began in earnest in 2018, when the 2018-2019 Board, led by Steve Spanier and Tom Kendrick, commissioned the first Bylaws Revision Committee. That committee spent months reviewing the governing documents and developed more than 100 proposed changes.
By 2020, the Board was advocating a substantial reduction in the amendment threshold. It initially proposed allowing future bylaw amendments to be approved by a majority vote with only a 25% quorum and later revised the proposal to a 35% quorum requirement. The proposal generated significant controversy and ultimately lacked sufficient support. In December 2020, the Board withdrew it before voters had an opportunity to decide the issue.
That withdrawal effectively reset the process and contributed to a four-year delay.
In 2024, the Board resumed work on bylaw amendment. A new committee led by Jerry Gladstone was recruited, but before that committee could begin its work, its structure and leadership changed. Steve Spillman and Heidi Klyn became co-chairs of a newly constituted committee, which then spent much of 2025 and early 2026 awaiting a draft set of bylaws that had been promised by OVA’s attorney. After eleven months, the anticipated draft had still not materialized.
Following further Board changes, a new Governing Documents Committee was convened by the Matt Oliver-led Board. Seven years after the Board first undertook bylaw reform, the GDC, under the leadership of Dave Simpson, finally succeeded in bringing two proposed amendments before the membership.
Viewed against the long and often frustrating history of this effort, that was a significant accomplishment. The amendments received overwhelming support from participating voters, approximately 83% and 79%, respectively, but still failed under the existing bylaw requirement of 1,607 affirmative votes.
This outcome was not inevitable. Oakmont has repeatedly demonstrated that it can achieve extraordinary levels of participation when Boards actively engage and mobilize the community. The 1992 bylaw amendment, the 2006 CC&R amendment, and the 2019 golf course vote all succeeded because substantial efforts were made to educate and encourage voter participation.
Even commentary following the 2026 election noted the absence of a meaningful, organized “Yes on Amendments” campaign. Residents saw no widespread outreach effort comparable to what occurred during the golf course campaign. There were no lawn signs, no sustained educational initiative, and no coordinated effort to encourage participation and support.
The Board cannot simply attribute the outcome to voter apathy. More than half of Oakmont’s eligible voters participated in the election. The Board knew the threshold that had to be met and bore responsibility for making the strongest possible case for approval. When proposals receive nearly 80% support among those voting but still fall short, it is reasonable to ask not only whether the threshold is too high, but also whether every practical effort was made to reach and motivate the broader membership.
For that reason, I welcome judicial review. Not because I believe it is the ideal path forward, but because it may finally provide an opportunity for a thorough examination of the decisions, judgments, and missed opportunities of the OVA Board that have shaped this process over the past eight years. Oakmont deserves a clear accounting of how an effort intended to modernize the bylaws became such a prolonged undertaking with so little progress to show for it.
Ironically, the Board’s decision to seek court approval may create the first comprehensive public review of the history leading to this outcome. Any Oakmont member will have the opportunity to submit arguments to the court. It will not take Clarence Darrow to prepare an effective brief drawing on the extensive history that makes a persuasive case that the OVA Board and not the Oakmont membership, bears significant responsibility for failing to get this done, enough to convince the court that our right to vote should not be abridged.
A court of law is often described as a crucible of truth. This discussion, long overdue, may ultimately prove more valuable to Oakmont than the court’s decision itself.
Interesting perspective, and I agree with much of what you have to say. I also agree that the GDC did a very good job of creating these amendment proposals, and that the 2025 Board largely failed to act with prompt and determined effort following submission by the GDC to the Board last November. Of course you can blame that on legal counsel, who seemed to have been focused on promoting their “restatement” proposal and not on enacting the GDC proposals, which were much closer to what OVA members actually want.
But what makes you think that the court would “create the first comprehensive public review of the history leading to this outcome”? I think the court will stick to the most relevant facts, such as the need to make the Bylaws consistent with state law, the long history of inaction driven by the high hurdle to get any amendment passed, and last spring’s actual low turn-out and overwhelming support among those who voted. The 8-year history of mostly inaction can simply be chalked up to a governance system which lacks continuity, since half the Board gets replaced each year.
I would not have objected, had the Board decided to make another and more aggressive try at getting voter approval for the amendments. Holding such an election, and having it fail, would show beyond any doubt that passing these amendments under the current threshold is close to impossible. But if the Board’s legal counsel is correct, i.e. that the 80% of those voting combined with the 52% turn-out rate will be enough to convince the Court of the need for the proposed action, then I have no problem with them proceeding. It is really not fair for the inattention/inaction of 48% of OVA members to prevent needed Bylaws amendments, and, frankly, it is unlikely that the 63% or so turn-out needed to pass, for something as tedious and uninteresting (to most OVA members) as these amendments.
I don’t believe that it would be possible to get the necessary turn-out in order to pass these amendments, in spite of the fact that around 80% of the community would vote affirmatively if they voted at all. The issue is nowhere near as compelling as was the golf course issue in 2019, no matter how many signs and town halls the Board might use to push the issue. I do wish we had a more detailed history of what happened in 1992, but the mere fact that the Bylaws have only been amended once in 60+ years is indicative of how difficult it is to amend them, and will be further evidence to the Court that the requested action is necessary.
I am also sympathetic to the argument that the Board’s version of Proposal #2 went too far toward lowering the bar — I preferred the version as proposed to the Board by the Governing Documents Committee. But I don’t see any reason to believe that having a higher bar for Bylaws amendment would have increased the turn-out enough to get the amendments passed. I have followed the Bylaws revision efforts since 2018, and I think it is past time we enacted these changes. They may not be perfect, but they are good enough that, when the right Board gets elected (i.e. not this one), we might finally have a realistic hope of making democratic amendments to the Bylaws.
Bruce: A couple last points.
(1) You say, “the mere fact that the Bylaws have only been amended once in 60+ years is indicative of how difficult it is to amend them.” Is it? Or is that merely indicative of the reluctance of Boards over the years to put any Bylaws issues to a vote?
(2) I wonder if – in debating a revote plus aggressive campaign versus doing a court petition, assuming there was such a debate, because we certainly didn’t see one in any BOD meeting – the BOD gave any consideration to the potentially very different impact on our community of: (a) a majority voting in new rules for everyone versus (b) a court imposing rules on a community whose majority never voted for them. Either way, it’s the same rules. But door #1 endorses and elevates the community values of self-governance and majority rule. Whereas door #2 basically says your vote is irrelevant, this is the rule because I said it is.
I agree that the two amendments should not be taken to court in an effort to have the court impose them when a majority of the OVA membership did not approve them. I am not in favor of a lower threshold for amending the bylaws. A simple majority or even higher approval is standard for amending bylaws in just about every CID in California. I think members should have the right to the bylaws which were in effect when they bought their homes unless a majority agree to change them.
However, I think that the amendment to allow the BOD to amend the bylaws to bring them into conformity with state or other laws which override them makes sense and should be brought back for a second try. We should not continue to have bylaws which conflict with actual law.
However, the bylaws amendment which lowers the threshold for all future amendments should not be brought back for a second try. It is like opening Pandora’s box to future amendments preferred only by a minority in the community. Remember, a minority of the OVA membership can sign a petition and require a vote on any proposed amendment they favor. Frequent attempts to change the bylaws by petition by minorities in the community could become a great expense to the OVA membership.
Instead, I propose that the Governing Documents Committee develop a list of bylaws that they believe should be in effect. Then have one election for all the proposed amendments. If all of them fail to get approval of the majority that might be evidence that a lower threshold is needed. However, members will probably have strong feelings about one or many of the proposed amendments, and I believe they will vote and return their ballots.
I bet a bylaw to require a vote of approval by the membership for large capital expenditures for new facilities and expansions and loans would get a vote of approval by the majority.
Do the legal reasons for using a court to impose bylaws on an HOA matter? Maybe convenience comes first. It is standard that governing document amendments need to clear a threshold above a routine election. Reasonable people will differ. This is less about the particulars on the table than it is the process under which we govern ourselves. I’m flexible of the particulars, less so on the process. With luck we’ll discover that our house attorney gave us sound advice, as did the attorney at OVA’s town hall meeting on bylaws. The circumstances today do not justify bypassing our governing documents.
October 25, 2026
TO: Oakmont Observer
The 2026 OVA Board made a decision on 10/20/2026 to ask a court to solve a problem with the 75% affirmative voting percentage requirement to amend any portion of those original 1962 bylaws.
“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. “
The 2025 GDC recommended a 50% quorum with a 55% affirmative vote only for the ability to then consider some actual amendments. If the 55% is not sufficient a compromise of a 50% quorum and a 60% affirmative level could probably be appropriate – the minimum affirmative vote required would be slightly higher and was one considered by the 2025 GDC. The argument that some “rogue” board or community group could surreptitiously pass an unwanted amendment to the bylaws with a minimum vote count would be statistically highly improbable.
The real question, no matter what the participation level may be agreed upon, is what actual amendments will then be able to be changed or added. That will be the REAL issue and may require a year or two to be discussed and voted upon in more than one subsequent election.
The 10/23 OO article and the comments by Simpson, Nelson, Cramer, Luini and Bon all have merits. The one critical issue (for me) is the overall issue of TRUST. Does the OVA membership trust the OVA BOD, the OVA attorney(s) or the general membership. I would be more comfortable with an “informed” membership making that decision. A court process could degrade the current TRUST- Non Trust issues between the board and the community. We would be better served without that action.
Spanier’s proposed community conversations effort could become the base of that informed membership process. I am sure that there would be many, including former BRC and GDC members, who would provide support to help with such a project.
John MacInnis
Bruce, the reason a §7515 petition would trigger a broader public review is simple: the court cannot grant the Board’s request without examining why the 2026 vote failed and whether the Board made the “reasonable, diligent, and good‑faith effort” the statute requires. That inquiry necessarily reaches beyond turnout numbers and legal‑compliance arguments.
Once the Board asks a judge to override the membership’s voting rights, the court must evaluate:
1) whether the failure was truly unavoidable,
2) whether the Board’s actions contributed to the outcome, and
3) whether judicial intervention is actually necessary for Oakmont to function.
Those questions cannot be answered without looking at the eight‑year history that led to the 2026 vote: the 2020 withdrawal of the Board’s own amendment proposal, the multi‑year delays, the committee reorganizations, the eleven‑month wait for a draft that never arrived, and the absence of any meaningful “Yes on Amendments” campaign despite knowing the threshold required.
And because any Oakmont member may submit briefing, the court will receive that full chronology whether the Board wants it reviewed or not. The petition itself creates the forum; member opposition will supply the record.
In that sense, the Board’s decision to go to court virtually guarantees the first comprehensive public accounting of how this process unfolded. The judge may ultimately focus on legal compliance and voting thresholds, but the path to that decision will require a factual record far broader than the narrow points you describe.
That record—finally assembled, publicly filed, and subject to judicial scrutiny—is the comprehensive review of past Board action Oakmont has never had. In a §7515 petition, neither the Business Judgment Rule nor Attorney–Client privilege allows the Board to refuse to provide evidence that is relevant to whether the Board made a “reasonable, diligent, and good‑faith effort” to obtain member approval.
Both doctrines have limits, and §7515 places the Board’s conduct directly at issue—meaning the court can require disclosure of facts, communications, and historical actions necessary to evaluate that conduct. Stripped of the protection of the Business Judgement Rule and constrained by a sharply limited Attorney-Client privilege, the Board, and its past attorneys, could very well stand naked before their own electorate.
It sounds like it will be very interesting to sit in the courtroom and hear what the judge has to say about all of this. And unlike the 2019 small claims court ruling about unfair electioneering, which was in favor of the OVA Board, the judge will have to make clear the basis of his ruling, whatever it turns out to be!