OVA Governing Documents Progress Report – 2025 May 6 – Spillman Resigns
The OVA Governing Documents 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 provide the permanent documentation of Committee activities and decisions. For this month’s meeting, the agenda is posted here. Guests included myself, John MacInnis and Peg Stone.
The most newsworthy event of the meeting was that Chairman Steve Spillman resigned from the chairmanship and the committee, effective today. While he did not give his reasons, other than that it was probably the right time to bow out, it seems likely that the changing politics of the Board due to the recent election may be a motivating cause. Members of the committee lauded him and several asked him to reconsider. But all committees serve the Board, and the new leadership may want to modify the way the committee operates, including replacing its chair. Steve’s resignation announcement came at the end of the meeting, after more routine business, a few highlights of which will be reported below.
The consent calendar contained https://oakmontvillage.com/article/4-1-2025-gdc-minutes/, the minutes of last month’s GDC meeting, which were approved with one or two minor corrections. None of the guests had any questions or comments during the initial Open Forum.
Under the first topic of business (Item 7. a. Work Group reports), leaders of each work group reported on discussions that have taken place at their first meetings, between the April GDC meeting and today. See last month’s report for a list of the work groups. The general consensus was that utilization of small work groups to do much of the work of the committee will be an effective way to operate.
There were substantive discussions about voting thresholds, during the Vote Threshold work group report, and governing docs revision strategy, under Item 7. e. Whether the first governing documents election should be held concurrent with next year’s Board election, or sooner, and whether or not to have approval of the legal compliance documents revision on the same ballot with the voting threshold amendment, were among the options mentioned. There was also some discussion about the pros and cons of having an attorney prepare proposals for revised documents, which would then be reviewed by the committee to make sure they followed what the committee intended, versus having the committee prepare a first draft, which would be more certain to reflect the committee’s will, and which would then be reviewed and revised by the attorney to ensure consistency among the documents, as well as with the law. Most committee members seemed to feel that the job was too complex for the latter mode of operation.
The single item under New Business, whether or not to recommend to the new Board that Steve remain on the GDC, was skipped as Steve wanted to address his departure just before adjournment.
During the second Open Forum, I spoke briefly about the issues mentioned above, including making the suggestion that they might want to consider making the voting threshold amendment the first one to be voted on, in order to make it easier to pass all future amendments. There was further discussion among committee members. Everyone is trying to figure out how to most efficiently get the best job done, and they are willing to listen to and to respond to reasonable feedback from guests.
After the open meeting of the GDC, there was a closed meeting. We can’t know what the topics of that meeting were, but they may have included implications of attorney-client privilege for the operation of the committee and its interaction with legal counsel.
The next regular meeting of the Committee is scheduled for June 3 at 1 pm in Suite B of the OVA offices. When it becomes available, you will be able to find the agenda for the June 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.
From above, “Everyone is trying to figure out how to most efficiently get the best job done, and they are willing to listen to and to respond to reasonable feedback from guests.” That is encouraging. But someone at the last board meeting asked when the committee’s work might be presented to board and members. Answer: one year.
I see 3 stages. 1. Clean up archaic language and bring bylaws into state conformity in non -controversial areas. 2, if support exists, submit a quorum adjustment to make future amendments less difficult to pass. 3. Submit substantive changes individually to members.
Might stage 1 be completed in less than a year? This stage has been addressed by a previous committee. I’d thought substantial work had been completed. If so, getting something done sooner is attractive to this member.
Your three stages correspond directly to the first three of five phases proposed by the GDC for revising the governing documents — see https://oakmontobserver.com/ova-governing-documents-progress-report-2025-february-4/. There was discussion in yesterday’s meeting on whether or not the first phase could come to a vote prior to next year’s Board election, and if not, whether or not it would enhance turn-out (a very high turnout will be needed to meet the threshold for amending the Bylaws, and even higher for amending the CC&Rs). There also seems to be a question about whether or not it would even be legal to hold both a Board election and a Bylaws amendment election on the same ballot. Another question was whether or not it would enhance probability of success to combine the first two phases, with pros and cons on both sides. Central to these discussions is the substantial probability that any election to amend either the Bylaws or the CC&Rs will fail to meet the current threshold requirements for amendments of those documents — majority of the voting power of OVA for the Bylaws, and 75% of voting power for the CC&Rs. Even for the non-controversial legal compliance phase, this could be difficult, given historical OVA voter participation of 40% to 60%. No one has a very good crystal ball, to predict how best to get this done. Only after the documents are amended to lower the voting thresholds required, thus making future amendments more easily achieved, will the committee be able to focus on what substantive amendments are desirable and will be supported by the OVA membership, rather than having to guess the best tactics to get the absolutely essential amendments passed.
First, thanks for your efforts to keep this community informed.
Ballot envelopes are limited to information needed to vote. Nothing else. An alternative measure might be used to influence the outcome is the rationale. (No comment.) So, nothing prevents us from getting the first priority done quickly. Actually, I see an advantage. It might begin a needed community conversation on substantive bylaw matters. The sooner the better.
Agreed. The main issue is turnout — would a fall election on legal compliance amendments, which most of us don’t understand, get enough turnout to have a chance of achieving a majority of voting power affirmative vote? Nobody knows. And would it give enough time for the HOA attorney to come up with the proposed revised Bylaws (and CC&Rs?) and then for town halls, workshops, etc, to get the word out to the OVA membership? It’s a lot to do.
Odds of sufficient turnout might improve if the subject was prominently covered in the Oakmont News. A mention in committee reports at board meetings is insufficient, if not derelict. Your efforts are appreciated.
Even more so than the earlier Bylaws Revision Committee, this GDC is fully dedicated to an all-out communication effort to both inform the OVA membership and to get feedback from them. And both the OVA staff and the Communications committee (responsible for the Oakmont News) are represented at every GDC meeting. So it will have full coverage in all OVA information organs. Even then, it is an open question whether or not it will be enough. I think they have a good shot at meeting the Bylaws amendment threshold (majority of OVA voting power) and much less chance of meeting the CC&Rs amendment threshold (75% of OVA voting power).
Agree. CC&R’s should be avoided if possible. I see issues where they might not be, but let’s get bylaws done first. Keep it simple, one step at a time.