OVA Governing Documents Progress Report – 2025 September 2

The OVA Governing Documents Ad Hoc Committee (GDC) meets on the first Tuesday of each month at 10 am 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/. For the September 2 meeting, the agenda is posted HERE.

Minutes provide the official documentation of Committee activities and decisions and will be posted on the OVA website after they are approved at the succeeding month’s meeting. Minutes of the August meeting should appear soon.

Workgroups:

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

The Regulatory/Legal Compliance workgroup reported at a closed meeting of the GDC which preceded the regular open meeting, so we can’t report on what was reported or discussed. Each of the other workgroups reported on their activities during the preceding month. Mostly these activities were discussions about how best to move forward in their various mission areas. The Administrative Issues workgroup has assembled a list of recommendations from OVA staff, in order to clarify issues sometimes brought up by OVA members. Importantly for the near term, the Communications Strategy workgroup has begun serious planning for an OVA town hall, to be held on October 7, including drafting a set of slides and planning a presentation. The purpose of this town hall will be to inform the OVA membership, answer questions, and receive requests and recommendations. The focus, because it will be a major issue in the first governing documents amendment election, will be voting thresholds for amending governing documents.

Voting Thresholds

In simple terms, a “quorum” is the number of eligible voters required to either submit ballots or attend a meeting, in order for business to be conducted. The “approval requirement” is the number or percentage of votes required to approve a decision. These are specified in the governing documents and differ, depending on the type of meeting or ballot. For OVA under our current governing documents:

• OVA Board of Directors meetings: A quorum is a majority of the number of directors, so 4 directors constitute a quorum. The approval requirement for any resolution is affirmative votes by a majority of those directors present at a Board meeting, providing that a quorum has been achieved.
• OVA Bylaws amendments: The approval requirement to amend the Bylaws is “a majority of the voting power of the Association”, so there is no quorum requirement.
• OVA CC&Rs amendments: The approval requirement to amend the OVA CC&Rs is “three-fourths (3/4) of the members of [OVA]”, so there is no quorum requirement.

The Bylaws and the CC&Rs are critically important governing documents which define how OVA governance should work. Amending these documents should be possible but not too easy. Most or all GDC members believe that the current voting thresholds make it too difficult to pass needed amendments to either the Bylaws or the CC&Rs, which is why this area is receiving early attention by the committee.

Controversy over how to amend the Bylaws was responsible for the fact that, after a great deal of work was put into proposed amendments by the 2018-2019 Bylaws Revision Committee, no OVA ballots for any of the proposed amendments have reached OVA voting members. See Oakmont Observer articles: Opinion: the Board Should Not Propose a 25% Quorum for Amending the Bylaws (September 2020) and Why OVA ByLaws Have Not Been Updated (February 2024). A major challenge for the current Governing Documents Committee will be to determine voting thresholds (quorum, approval requirement) which will allow reasonable amendments to be passed and which will have the support of enough of the OVA membership to overcome the hurdle of getting them approved.

If you would like to know more about these topics, they are covered in much more detail in the Davis-Stirling.com website and the FindHOALaw.com website, both of which are easily searchable. Here are a few examples of what you might find:

• Member Quorum (Davis-Stirling.com)
• Membership Meetings (Davis-Stirling.com)
• Member Quorum Requirements (FindHOALaw.com)
• Member Approval Requirements (FindHOALaw.com)

Important Dates Upcoming

• September 13 – next issue of Oakmont News, which will contain an article describing GDC activities and goals, and announcing the October 7 Town Hall meeting
• September 27 – following issue of Oakmont news – there will probably be an additional GDC article with more information
• October 7 at 1 pm in Berger – Governing Documents Town Hall meeting

The next regular meeting of the Committee is scheduled for September 22 at 10 am in the Aspen Conference Room of the OVA offices. When it becomes available, you will be able to find the agenda for this 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 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 express them in Oakmont Observer comments.

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