OVA Bylaws Progress Report – 2024 November 12
The OVA Bylaws Committee meets on the first Tuesday of each month at 1 pm in Suite B of the OVA offices. This month a second “workshop” meeting was scheduled for today, November 12, in Suite B, and this is a brief report of what took place. See October’s report for more background and a synopsis of progress made up until that time.
As discussed in the meeting, there is a plan for the Committee’s activities to proceed in five phases, with an intended completion of Phase 2 within about three months:
- Organization — this includes preparation of a Committee charter, to be submitted for approval by the OVA Board of Directors at next week’s BOD meeting, consultation with a homeowners’ association specialist lawyer (Nathan McGuire), and other planning activities.
- Bringing OVA’s Bylaws into compliance by restating (replacing) them with a new document that will start with a template, provided by Mr. McGuire, which is up to date and compliant with all California laws, and adding in OVA-unique provisions that make it equivalent to our existing Bylaws (but now up to date with current laws). This will be brought to the OVA membership for approval. [Note: if this vote is held before modifying the voting rules of the existing Bylaws, it will fail unless a “a majority of the voting power of the Association”, or over 1600 OVA members, vote in favor of the restatement.]
- Once a restated OVA Bylaws document is approved by the membership, the Committee will address substantive proposed amendments, such as possibly giving each dues-paying member of OVA a vote (i.e. 2 votes per couple), membership votes on large expenditures, etc. [These may be considered one at a time or grouped together, and will have to be approved by the membership under the voting rules of the restated Bylaws.]
- Addressing issues around the legal relationship between OVA, sub-HOAs within Oakmont, and owner-maintained subdivisions within Oakmont, each of which has separate CC&Rs, but with overlapping responsibilities. [This is apparently quite complex, and may take a while to disentangle and determine what, if anything, should be done to manage these CC&Rs and to bring them into compliance with state law.]
- Finally, to make a final report to the OVA BOD and then to dissolve, as all ad hoc committees do after accomplishing their mission.
Much of the Committee’s time today was taken up with brainstorming ideas for outreach to the Oakmont community, both for transparency and to emphasize the importance of voting in any Bylaws amendment election. Earlier the Committee made the decision to decouple Bylaws elections from OVA Board elections, believing that they can get more people to vote in a separate election than in one shared with a Board election.
Suggested dates for outreach events include: January 7 — an OVA Board workshop, discussing the progress and process of updating our governing documents; January 14 — a town hall, for soliciting idea and opinions about what is needed from Oakmont residents; and fireside chats, once or twice a month. All of these might be repeated each month leading up to an election to restate our Bylaws.
The Committee is still waiting on Mr. McGuire to deliver the first draft of his Bylaws template, with modifications to be consistent with the existing OVA Bylaws. All of the above events are still very tentative, but the Committee is working to move things forward. And, as reported last week, we should get our first look at the Committee’s charter this Friday when the OVA Board meeting packet for next week is released.
There was some active discussion between the Committee and several visitors, during an open forum period just before the Committee meeting adjourned. Topics included the challenge of achieving membership approval of any Bylaws revision under the current voting rules (see the note at the end of “Phase 2”, above), the complexities of interactions between OVA CC&Rs and sub-HOA and subdivision CC&Rs, etc.
The next regular meeting of the Committee will take place on December 3 at 1 pm in Suite B of the OVA offices. If you would like to see first-hand how the Committee operates and what progress they are making, you should consider attending.
Excellent! Replace OVAs outdated bylaws with a template bringing everything up to date and into compliance with Davis Stirling and CA Corporate Law. That is the least expensive way to bring bylaws up to date.
I hope the new template includes the provisions of Cal. Code Regs. tit. 10 § 2792.21
Section 2792.21 – Reasonable Arrangements-Governing Body Powers and Limitations
The reasonable arrangement codes require a vote of the membership for annual capital expenditures which exceed 5% of the annual budget. Also there is a requirement for membership approval of long term contracts.
These membership protections are already included in the bylaws/CCRs of the Meadows and Orchards which are newer HOAs in Oakmont. I believe all new HOAs in California are required to include the provisions of Cal. Code Regs. tit. 10 § 2792.21 in their governing documents. These CA Code protections for residents were adopted back in the 1980s. Unfortunately their provisions are not retroactive.
I am anxiously awaiting receipt of a copy of the template promised by Mr. McGuire, but so are the current Committee members. Like you, I am also interested in what degree the template conforms to Cal. Code Regs. tit. 10. If it conforms very closely to that code, then that would make a good argument for OVA members to vote for its adoption. But if it shares little of the wording of that section, then it will be so difficult to correlate all its provisions with that of the code and with the old Bylaws, that I would hold little hope of its getting an affirmative vote of a “majority of the voting power of the Association”, which is the current requirement for amending our Bylaws.
Referring to above ” brainstorming ideas” in, why not also have a community wide survey?
The template approach to revising and updating our Bylaws (and other governing documents) is a sound, efficient strategy. As Bruce reports:
“Bringing OVA’s Bylaws into compliance by restating (replacing) them with a new document that will start with a template, provided by Mr. McGuire, which is up to date and compliant with all California laws . . ..”
Underlying this approach is an important, implied objective: ‘modernizing’ our governing documents by starting anew, i.e., creating a template that reflects the law as it is now, in 2024-2025, should mean that Title 10’s provisions would be required for OVA, just as it was/is for our most recent sub-HOAs.
That approach also presents a clear, transparent way through the thicket of whether membership votes should be required to approve large capital projects and, if so, by what metrics. Instead of approaching this question by contemplating an amendment to the current Bylaws, the template approach simply accepts that if we were starting anew in 2024-25 to write a modern set of Bylaws we would simply restate the current statutory requirement in our up-to-date Bylaws.
Indeed, the only rationale for not doing so would be that since Title 10 was not enacted with retroactive effect, the law does not require our Bylaws to be consistent with Title 10 and it can continue to be ignored. But that would not be consistent either with the underlying objective of the template approach or with the stated objective of updating our Bylaws to be consistent with all statutory requirements. How the template to be presented by counsel handles the Title 10 statutory mandate is one of the most important aspects — if not the most important aspect — of this entire Bylaws revision effort.
I have been uncertain as to whether or not the provisions of Title 10 are a mandate or merely a recommendation, in particular for restating bylaws that predate implementation of that law. I just made a query to Microsoft Copilot on that issue, and it replied “Yes, you are required to follow the provisions of Cal. Code Regs. tit. 10 § 2792.21 when restating your HOA bylaws, even if your existing bylaws predate this portion of the California code”. Copilot may not always be on the mark, but I believe that its analysis here is correct. For any who would like to read the law in question, it links to a copy of it here: https://www.law.cornell.edu/regulations/california/10-CCR-2792.21 .
I am wondering why we are charged on are Property Tax bill to pay for maintenance done by the City for the entrance into Oakmont? The 1st couple years I lived here it was not on my Property Tax Bill. I knew nothing about that fee until it just showed up on my Property Tax Bill.