OVA Governing Documents Progress Report – 2025 July 22

The OVA Governing Documents Ad Hoc Committee (GDC) meets on the first Tuesday of each month at 10 am (starting next month) in Suite B of the OVA offices. Because of various conflicts, this month’s GDC meeting was held on July 22 rather than July 1. 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/ . For July’s meeting, the agenda is posted HERE.

Minutes provide the official documentation of Committee activities and decisions. Chairman David Simpson announced that the practice going forward will be to approve meeting minutes at the succeeding month’s meeting, after which they should be published on the OVA website a few days later, so minutes of the July meeting should appear soon after the August 5 regular GDC meeting.

Starting with this report, I plan to organize by themes discussed rather than following the agenda closely. Several topics were mentioned during one part of the meeting, and returned to at other parts.

All seven GDC members were in attendance. Guests included three OVA directors, myself and one other non-director/non-GDC member.

New GDC — This was the first meeting chaired by David Simpson and the first meeting for new GDC members Stone, McCarthy and MacInnis (see the committee roster HERE), so David started with a short introduction to OVA governing documents and the goals of the GDC, and with self-introductions by all members. Amending OVA governing documents will be a really big job, and the GDC spent most of the past year planning for the process, with little to show for it. In fairness, some of the causes for the lack of visible progress were external to the GDC itself, including an HOA attorney who seemed to take forever to do his part of the job. One goal of the renewed GDC and the 2025-2026 Board of Directors is to make substantial progress toward governing documents revision within the coming year. A revised GDC charter is being developed, to be finalized by the August GDC meeting and hopefully approved by the OVA Board in August.

Review of accomplishments and failures of the 2018-2019 Bylaws Revision Committee effort — The former BRC was tasked by the OVA Board with coming up with a complete overhaul of the OVA Bylaws, including proposed amendments to address several community desires. The BRC was comprised mainly of retired attorneys, who spent long hours on the process. They delivered their products, a proposed re-write of the Bylaws and a red-line version showing the differences and explanation, in May 2019 and the committee was then dissolved, in keeping with their charter. See this article for a summary of their accomplishments. However, after a delay of over a year, the first proposed amendment to come out of the effort was so controversial that it was tabled and the entire amendment process was ignored, until the new GDC was formed last year. See this article, by one of the prominent attorney members of the BRC, for his view as to why progress stalled.

Chairman Simpson has studied this history and concluded that the effort failed for the following three reasons:

1. The BRC tried to do too much at once, i.e. to develop a complete revision of the Bylaws. The result was so complex, including everything from small wording changes to clarify the language, to major amendments, that it was difficult for anyone not on the committee to grasp it all. David advocates developing a set of smaller, more easily understood, amendments, not trying to address the entire problem at once. At the same time, he intends to focus on getting the process right, without an a priori roadmap for what will be accomplished when.
2. The BRC did not employ or work with an HOA-specialist attorney, to be sure that their proposals complied with current California law. This meant that, when OVA’s attorney reviewed their product after the BRC had been dissolved, he found issues in their proposals. The BRC also made little effort to engage the community and get their input, although they were fully transparent — their meetings were open to all and they participated in at least two events (e.g. this one in December 2018) at which members could ask questions of, and express their opinions to, a panel of BRC members. The intent for the new GDC is to hold multiple OVA town halls and workshops, at which OVA members will be both educated and encouraged to ask questions and express their opinions about what changes should be made in our governing documents.
3. The BRC was not adequately in sync with the Board. Although Board Vice President, Tom Kendrick, was the liaison to the BRC and attended all meetings, apparently the policy at the time was for the liaison to answer questions from BRC members but to provide relatively little guidance, allowing the BRC members to propose what they thought was best. David proposes to communicate regularly with the Board, through liaison Jerry Gladstone and by regular reports to the Board, and to try to make sure that the GDC direction is closely aligned with the wishes of the Board.

Selection of GDC officers — Josh Axelrod volunteered to be Vice Chair and was selected by acclamation. Josh has set up a Google Docs account, to facilitate sharing of documents among the GDC members, and expects to continue to support that, as well as undertaking other duties of the Vice Chair, in particular chairing GDC meetings whenever David is unable to attend. Monica Heath volunteered to be Secretary and was selected by acclamation. There was some discussion of using Zoom to record the meetings, which would allow the Secretary to fully take part in the meetings, rather than having to spend much of her time taking notes. This would also serve transparency, if the Zoom meetings recordings were made available on the OVA website, as is done for OVA Board meetings.

Workgroups — Workgroups are comprised of two to four committee members each, and each member is expected to serve on one or more workgroups. Workgroups will do much of the work of the GDC between meetings of the full committee. They will not make decisions for the committee, but will propose committee actions to be voted on by the full GDC, as well as to undertake such activities as organizing town halls, etc. In the April 2025 GDC meeting, four workgroups were identified and began work. An additional workgroup, Administrative Issues, has been added. The five workgroups currently identified are:

• Regulatory/Legal Compliance
• Administrative Issues
• Community-Oriented Amendments
• Voting Thresholds
• Communications Strategy

There was some discussion about the responsibilities of each of these workgroups, and committee members were invited to think about which workgroups they would like to serve on. Further discussion and workgroup assignments will probably occur at the August 5 GDC meeting.

Transparency vs Confidentiality — This issue came up several times during the meeting. David and several other committee members expressed a desire to be as transparent as possible, and to educate the community about the importance of the governing documents and about the issues being addressed. But OVA President Matt Oliver (speaking as a guest since he is not on the GDC) expressed his concern that there will be a strong need for confidentiality concerning some issues, and his hope that the committee will keep this in mind. He did not elaborate enough for us to know what type of issues he believes are deserving of confidentiality.

Also speaking as a guest, I expressed my view that (1) there is little or nothing that the GDC should be discussing that legally requires confidentiality and (2) that the GDC should strive for maximum legal transparency.

Chairman Simpson reminded us that the OVA Policy on Committees has a paragraph on confidentiality, and said that the GDC charter will closely follow that provision. That paragraph (IV.c.) states:

Confidentiality. Committee members may come in contact with confidential information such as personnel, security issues, bids, and/or cost estimates. This information is to be kept confidential unless its release is specifically authorized by the Board of Directors or the OVA GM. A breach of this duty may be grounds for disciplinary action.

The issue of transparency vs confidentiality, and of the proper use of attorney-client privilege, are too complex to fully discuss here, but I hope to address them in a future article. For now, if anyone is anxious to become informed, here are two relevant links from the Davis-Stirling.com website, which has extensive explanations of many topics affecting OVA:

• Executive Sessions
• Attorney-Client Privilege

Author’s Commentary: My strong impression is that the Board and OVA committees use closed or executive sessions if there is even an outside chance that something to be discussed might justify confidentiality or require attorney client privilege. It is understandable that outsiders might suspect use of closed meetings for non-justified purposes, such as discussing how best to avoid public controversy or how to sell some program or position to the OVA membership. By the nature of closed meetings, it is difficult to know whether any such speculation is valid, but the more closed meetings there are, especially when the purposes for closing the meetings are not clear, the more there will be inaccurate speculations and the more trust in the Board will be eroded.

For these reasons, I advocate a policy of maximum legal transparency. This would mean that all OVA Board and committee meetings should be open, except when there is a specific, legally required justification for them to be closed, and some mechanism should be put in place to verify that this requirement is met. The routine monthly Executive Session of the OVA Board is one such closed meeting, and is justified because there so often are topics, such as those noted in the Davis-Stirling Executive Sessions web page, that legally require confidentiality. I have not been able to think of any reason that any meeting of the GDC should be closed, although I am open to hearing about such reasons. Unless I discover a justified reason for closing a meeting, I will continue to be strongly inclined to say that all conversations with the attorney who will be advising the GDC, and all other GDC meetings, should be open to all OVA members, as are the regular meetings of the GDC and of the OVA Board. If anyone does identify a topic that requires confidentiality, then it should be easy enough to set a special closed meeting to address it, but this should be verified by the mechanism suggested above.

Closed GDC meeting — Immediately after the open meeting of the GDC on July 22, there was a closed meeting. We can’t know what the topics of that meeting were.

The next regular meeting of the Committee is scheduled for August 5 at 10 am in Suite B of the OVA offices. When it becomes available, you will be able to find the agenda for the August meeting linked from 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.

FINALLY — If you were at the meeting and believe that I have misstated anything above, please let me know (bbon@earthlink.net). I will happily correct any errors. And if you have any opinions to express, feel free to state them in Oakmont Observer comments.

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