OVA Governing Documents Revision Status – Dec 16, 2025
For a summary of the activity of the OVA Governing Documents Committee (GDC) prior to the November OVA Board meeting, see OVA Governing Documents Revision Status – Oct 22, 2025.
There was an OVA Board meeting today, at which the OVA president (Matt Oliver) updated us on the status of the governing documents revision process. A number of OVA members had become concerned when the December Board meeting packet made no mention of Bylaws or the GDC, in spite of the fact that the GDC delivered their initial recommendations to the Board last month (see November Board meeting packet, pp 41-47) and that among those was a recommendation to hold a Bylaws amendment election concurrent with the OVA Board election in the Spring. Those recommendations, if followed, demanded prompt action by the Board this month.
The total lack of any reference to the GDC recommendations in the December meeting packet made it appear that the Board had decided to bury the entire effort. As we learned today, that could hardly be further from the truth. The Board met, in executive session on December 12, to consult with OVA’s Adams-Stirling attorney on the best way forward. According to Matt, the attorney strongly advised them to defer the GDC recommendations in favor of doing a complete restatement (Bylaws and CC&Rs) first. A consequence of not doing the restatement first would be the continuing possibility that OVA might have legal liability arising out of some conflict between our antiquated governing documents and state law. The Board was convinced and decided, in closed executive session, to hire Adams-Stirling to draft a restatement, with a draft to be delivered to the Board as early as May 2026. A New Business agenda item was added to today’s Board agenda, to approve spending the funds to pay Adams-Stirling for this worked, and it passed unanimously.
The 2024 GDC, under Steve Spillman, made the recommendation to start with a restatement of the governing documents, but the lawyer hired to work on that restatement was unresponsive and was fired after last Spring’s Board election. The new attorney, advising the 2025 GDC following the appointment of the new chair (Dave Simpson) and several new GDC members, was reported in today’s meeting to be the same one who strongly advised restatement in the December 12 executive session of the Board. Still a mystery is why this apparent disconnect, between the Adams-Stirling lawyer and the GDC, occurred. It is remarkable to me that this attorney would not have voiced the same strong advice to the GDC that he later voiced to the Board, i.e. that the only responsible avenue forward was to restate the governing documents before taking up any other changes. It appears that the GDC, in spite of my strong impression that they had substantial interaction with the lawyer advising them, did not have enough interaction for them to have avoided this situation.
One consequence of this change in course, in addition to the delay of at least several months, is that the OVA election to adopt restated Bylaws and CC&Rs will be controlled by the same voting threshold now in place, i.e. majority of the voting power of OVA. If we lowered the voting threshold first, as was proposed by the GDC, then it might have been easier to have passed the Bylaws restatement. (The CC&Rs restatement was not addressed by the GDC initial recommendations, and will be a tough hill to climb no matter when the election to restate them is held!)
For a bit more detail and a different perspective, see the OVA staff’s summary of today’s OVA Board meeting.
Commentary: The Board is certainly responsible for protecting OVA’s best interests, and it is hardly surprising that they would take the advice of the lawyer hired to protect OVA’s legal interests. This may be the best or only way that the governing documents should be revised. But it is disappointing that there should be yet further delay, and it is difficult to see how OVA will get the required majority-of-voting-power-of-OVA in order to pass the Bylaws restatement, when that restatement will address no issue that most OVA members care about. Almost everyone who votes will vote in favor of restatement, but some will say “if it ain’t broke, don’t fix it”, and it will be a challenge to get over half of OVA members to vote at all, especially if the election does not coincide with a Board election.
I sincerely hope that I live to see the governing documents restated and Bylaws amendments enacted for democratic reform in Oakmont. Fortunately, I’m planning to live a long time yet!
The OVA GDC meets on the first Tuesday of each month at 10 am in Suite B of the OVA offices, and sometimes for additional meetings if needed. 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 GDC meeting. 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/. 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 have any opinions to express on this topic, feel free to express them in Oakmont Observer comments. And if you have any corrections to what I have said, please send them to me at bbon@earthlink.net .
So we are back with Adams-Stirling, 3 attorneys later. I find it difficult to believe after all these years we must put first a general update or risk a lawsuit. I’d prefer first in line a specific amendment requiring a member vote on discretionary spending above a certain percentage of our budget. Still, finally, we are getting something for our legal expenses. This board deserves credit for that,
Again, thanks Bruce for keeping the peanut gallery better informed on OVA matters. And, good luck on living long enough to see this across the finish line.
Why are we not privy as to how the BOD votes on important matters? And it would be nice, aka transparent, to also know why each BOD member voted a certain way, no doubt each individual expresses an opinion around the time of a vote. E.g., who voted for or against hiring a certain lawyer to delay a restatement until Spring 2026 and has delayed matters again, after 50 or so years of delays and who later became “unresponsive”. How did each BOD member vote to rehire the Davis-Sterling lawyers to go ahead now and work on a complete restatement of our ByLaws and CCR’s. We would also like to know who on the BOD is working to protect the interests of Oakmonters rather than just some BOD members. We have elections coming up soon, say March 2026, and we can only vote our conscience if we have transparency about important decisions, especially the democratization of our Oakmont’s ancient ByLaws and CCR’s! Who is holding things up and why?
Personal opinion: A very substantial lack of transparency is the most serious failing of this years OVA Board.
Example: the claim is made that OVA is at risk for some sort of legal trouble until the governing documents are updated. But this is a vague claim, with no specifics or examples to back it up. I.e. what could actually happen that would hurt OVA, and what are the chances of such a thing happening? Without such supporting information, it is only human nature that we will try to guess what is going on, and some of these guesses will sound like conspiracy theories!
The solution is simple: be as transparent as legally allowed. I do not believe that there is anything about governing documents revision that justifies secrecy or maintenance of attorney-client privilege. I may be wrong, but no one has provided any hypothetical case where OVA might suffer harm from being transparent about governing documents revision. Why hasn’t anyone provided such a hypothetical example?