OVA Governing Documents Progress Report – 2025 April 1

The OVA Governing Documents Ad Hoc Committee (renamed from the Bylaws Ad Hoc Committee) meets on the first Tuesday of each month 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 Board Liaison Heidi Klyn. Staff Liaison Christel Antone, and Communications Task Force Chair, Jackie Ryan, were also in attendance. Guests included myself, John McInnis and Tim Nelson.

The consent calendar containedhttps://oakmontvillage.com/article/3-11-2025-gdc-minutes/ the minutes of last month’s GDC meeting, which were approved unanimously. None of the guests had any questions or comments during the initial Open Forum.

The first topic of business (Item 7. a. New member orientation) was largely a discussion of the fact that attorney Nathan McGuire still has not delivered the promised “Bylaws template”, which is to be a law-compliant starting point for the Phase I of the Multi-Phase Revision Strategy Process that was approved at the March OVA Board meeting. After its being promised numerous times “next week”, the GDC is losing patience. It was generally agreed that a deadline would be set and, if he is unable to deliver this initial product by the deadline, they will consider switching attorneys. This might involved the new attorney starting the process over, and that likely delay concerns everyone involved. Note: the committee most recently met with Nathan McGuire the week of March 17, but that meeting was closed and no summary of it has been made available, although we know that a set of questions for that meeting was prepared by the committee – see last month’s report.

A discussion of communications strategy followed, with general agreement that the first challenge would be the education of the OVA membership, to understand why and how the governing documents need to be revised, as well as the phases that will be involved. This led into business Item 7.c., a discussion of GDC workgroups. The workgroups proposed and adopted by the committee are:

• Communications Strategy — This workgroup will be concerned with planning all aspects of communications, including publications, town halls and workshops, aimed at education, providing the community with information about the ongoing effort to update our governing documents, and solicitation of input from OVA members to learn the desires and priorities of the community.
• Regulatory Compliance — With the attorney’s help, this workgroup will develop the first revision of the governing documents, corresponding to Phase I of the GDC Multi-Phase Process. It is intended to bring our documents into full compliance with California law, but to be equivalent in all other respects to our current documents. This will be put to a vote of the OVA membership, but there should be no reason for anyone to oppose its adoption.
• Vote Threshold — This workgroup will develop amendments to the OVA Bylaws and other governing documents that will make it easier to enact future amendments, by lowering the threshold for approval to something less than the current requirement (for our Bylaws, majority of the voting power of OVA; for our CC&Rs, 3/4 of the lot ownerships then recorded), corresponding to Phase II of the GDC Multi-Phase Process. The amendments should be fairly simple, but the specific provisions will be controversial. The key issue will be to choose thresholds that will make it feasible to modify the governing documents when needed, but not so easy that the fundamental documents that determine our governance could be easily changed whenever a new group of directors is elected to the OVA Board.
• Community Oriented Amendments — This workgroup will develop substantive amendments to our governing documents, as desired by the OVA Board and the OVA membership, corresponding to Phase III of the GDC Multi-Phase Process. The amendments to be considered will include such things as changing the voting rules to allow two votes for households with more than one member, adding requirements for membership votes for large capital improvement projects, and others. The task of developing such amendments and submitting them for approval to the OVA membership will be complex and will likely involve multiple town hall and workshop meetings, as well as a lot of time from the GDC and the attorney to specify the details. Once the committee has drafted amendments and the OVA Board has approved them, they will be voted on by the OVA membership, either one at a time or in groups.

The next business topic to be discussed was Item 7.b. Charter modifications. Several minor changes, including modifications to the duties of the Chair and the Vice-Chair, were discussed and approved unanimously by the committee. Once these have been incorporated into the current draft of the GDC charter, it will be submitted to the OVA Board for their approval, to replace the charter approved last year.

Next was Item 7. d. Frequency of meetings. This was discussed, but it was decided, for now, to keep the regular meetings to one per month. It was noted that the workgroups will be meeting more frequently, and much of the work of the committee will take place in workgroup meetings, with reports to the full committee during regular monthly meetings.

The final item of unfinished business was 7.e., during which the committee discussed whether or not to eliminate one of the two open forums that have been in recent GDC agendas. It was decided unanimously to keep the two open forums as they are.

Under New Business, one of the committee members proposed using project planning tools to monitor GDC progress and to try to keep it on track. A mockup project plan, including a number of tasks, with start and end dates and person responsible identified for each. No action was taken by the committee.

The next regular meeting of the Committee is scheduled for May 6 at 1 pm in Suite B of the OVA offices, the day after the OVA annual meeting. Topics for that GDC meeting will include the first reports from the new workgroups, and TBD other topics. When it becomes available, you can find the agenda for the May meeting here. 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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