OVA Governing Documents Progress Report – 2025 February 4

The OVA Governing Documents Ad Hoc Committee (renamed from the Bylaws Ad Hoc Committee) meets on the first Tuesday of each month (except March when it is second Tuesday?) 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.

Today’s meeting was the first to include a full roster of committee members, after approval of five new members at last month’s OVA Board meeting. All members were present, except for Josh Axelrod who ran into travel delays as he was returning from a trip. Steve Spillman is still the chair, while Heidi Klyn (OVA Board president) has stepped down from being a voting member but returned as Board liaison. Guests were Tim Nelson and myself. Also of note, regular guest Tim Nelson and new committee member, Neill Ray, are both candidates for the Board this year.

A fair amount of time was spent reviewing what has previously been done, in order to bring new members up to speed. It was noted that the CC&Rs identify what things can done, while the Bylaws tell us how those things can be done. Of particular interest was coverage of the multi-phase revision strategy that has been developed by the committee and which is planned to be a roadmap for activities to follow. This was discussed in the report of the January 7 meeting, but I will recap the list of major phases here:

1. Bring OVA’s governing documents (CC&Rs, Articles of Incorporation, and Bylaws) into full compliance with current law by restating (replacing) them with new documents that will also include all provisions of the current documents.
2. Amend the Bylaws to provide for a lower threshold for future amendments, in order to facilitate future amendments.
3. Address substantive proposed amendments, such as possibly giving each dues-paying member of OVA a vote (i.e. 2 votes per couple), and requiring membership votes on large expenditures.
4. Address needed changes in OVA rules, regulations and policies, and 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.
5. Make a final report to the OVA Board and then dissolve, as all ad hoc committees do after accomplishing their mission.

There was also substantial discussion of the proper role of OVA directors as members on the committee. At one extreme was the view that the only role of a director should be as a non-voting participant who will ensure that proceedings are legal and report to the Board on activities of the committee, but not “unduly influence” the committee. At the other extreme was the view that OVA directors should be one to three voting members of the committee – a minority, but enough to ensure that the committee activity and recommendations are compatible with Board wishes. After discussion, a motion was made and unanimously passed to add language to the committee charter that, in addition to the non-voting liaison, there should be no more than one OVA director serving as a voting member of the committee.

Another topic of discussion was transparency and communication with the OVA Board. Committee chair Spillman expressed, as he has in the past, that the committee should be as transparent as possible within the law. It was brought up that legal advice will generally be considered to be covered by attorney-client privilege, and not subject to release to the OVA membership as a whole. I am not sure that I understand what could go wrong in this context (as opposed to, say, legal advice in how to respond to a lawsuit). As a guest, I expressed frustration that I don’t have access to view committee documents, especially from the lawyer, and requested that, if such legal advice must remain privileged, then the committee should request a version of the same advice that is directed at the OVA membership and which can be released. This was generally accepted, and Christel said that was already planned.

Guest Tim Nelson expressed his concern that the issues surrounding revision of our governing documents are so important that the Board should be intimately (my word, not his) involved in the process, perhaps to the point of the Board as a whole doing the job rather than the committee. It was generally agreed upon that a large amount of information should be reported to the Board and strong direction from the Board should guide the committee in its activities.

The next regular meeting of the Committee will take place on March 11 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.