A major disappointment arising from the By-Laws Town Hall of September 3 is the realization that the Board leadership had already firmly committed, in advance of the Town Hall, to putting the proposed 25% quorum issue to a vote of the membership. That effectively turned the meeting into a listening session — which is valuable and to be applauded considering the alternative but that nevertheless was closed to considering other quorum thresholds.

The Board leadership was not even willing to commit to putting forward another reasonable quorum proposal should the 25% proposal fail. Part of the rationale for that hesitation as expressed by Vice President Kendrick was that elections are expensive – he estimated $1500.  Considering all that is swirling in the community ether regarding costs, that the Board is seriously concerned about the expenditure of $1500 for an election strains credulity.

There were two positive developments worth noting. First, the Board leadership came to the realization that they had not prepared the community for today’s Town Hall, much less prepared the community for a vote on the 25% quorum.  There was recognition, for example, that neither the Bylaws Review Committee nor the Board has presented any rationale for the 25% quorum proposal or any discussion of whether other alternatives were considered and, if so, why they were rejected. Even if belatedly, the Board leadership appeared to recognize that substantial community education on the matter is a necessity.

And second, as to the nature of that community education effort, what was most promising about today’s meeting were the repeated commitments of President Spanier to guarantee that all the “official communication vehicles” of OVA present, in equal measure, both sides of the quorum issue. President Spanier’s commitment was strongly expressed and should be enthusiastically applauded.  For example:

“I think it is important for the community to hear both sides.”


“We can do a better job, I think, of making sure that our official communication vehicles have the information from both sides that people need to hear about.”


“We can make sure that all of our official communications vehicles echo both sides.”


“The other thing I’ve learned is it’s really important for us to let both sides of this issue speak and we will provide adequate representation of both sides on an equal measure within our communication vehicles because we do recognize the importance of this.”

Obviously one reflection of those realizations and clear statements of intention should be some sort of pro/con presentation in the Oakmont News, an important official OVA communication vehicle.  But President Spanier addressed not the Oakmont News specifically; he spoke in the plural and spoke inclusively about “all of our official communication vehicles.”

Given the specificity and breadth of this pledge, it is reasonable to expect that if OVA transmits an electronic E-Blast, or President’s Message, or “News” item that advocates for the proposed 25% quorum to all OVA subscribed members, that official OVA communication vehicle also must provide “on an equal measure” for “adequate representation of both sides.”

That is a substantial, notable and laudable step forward in the Board’s public commitment to transparency, fairness, and community education and establishes an important process expectation for the future.

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  1. Yvonne Frauenfelder on September 4, 2020 at 5:17 am

    To Don with gratitude for the expeditiously delivered and clearly enunciated account of the Town Hall meeting.

    While the Board showed no inclinations to depart from their announced threshold of a 25% quorum, Steve Spanier advanced good will with the following quote: “We can do a better job, I think, of making sure that our official communication vehicles have the information from both sides that people need to hear about.”

    Tom Kendrick closed the meeting stating “we will do this again [Town Hall] and iron out the technical problems. This is an experiment and we will get better.”

  2. Bruce Bon on September 4, 2020 at 7:12 am

    Thank you, Don, for making this report. I watched the meeting and agree with your conclusions. It was obvious that Tom, at least, was completely closed minded on any change to the quorum threshold prior to having the community vote on it. And the convoluted reasoning that a higher quorum would make a Bylaws amendment election less democratic seemed a bit desperate!

    I believe Tom’s strategy, as was the Board strategy in last year’s dues vote, is to present the community with a take-it-or-leave-it choice, claiming that the alternative to accepting the 25% quorum will be never to be able to amend the Bylaws. In this case, it may not work, because most OVA members probably don’t place a very high priority on changing Bylaws but may think, correctly in my opinion, that a 25% quorum for changing a primary governing document is too low.

  3. Bern Lefson on September 4, 2020 at 7:39 am

    Reducing the quorum percentage opens a can of possible worms. We have seen how a leader can divide a country by ignoring or manipulating rules and laws as never before. Why change what has worked and open up that can? Kendrick’s answer is that 25% is what the Committee recommended and it is “virtually” impossible to ram a change down our throats. That position does not give a valid reason for a change.

  4. Bruce Bon on September 4, 2020 at 8:18 am

    I actually agree with Tom and the BRC that the threshold for amending Bylaws needs to be reduced. The current requirement is a majority of the total voting power of OVA, or 1601 (assuming a total voting power of 3200), making it exceedingly difficult to make even the most minor change to the Bylaws.

    But the proposed change would make it a majority of a 25% quorum, yielding a minimum number of 401 votes to pass an amendment. That is a really DRASTIC change. Tom says “why make it higher” and discounts the abuse scenarios. I say “why not make it 801 votes instead of 401?” A quorum of 40% or 50% would be practical and would make it much less likely that the Bylaws could be amended in a way that was not approved by most OVA members (including those who don’t vote).

    A large majority of members addressing the quorum level during the town hall questioned that it should be so low. Making it 40% instead of 25% would make the proposal more likely to pass, with very little effect on the practical issue of achieving a quorum. Yet Tom as much as promised that the level would remain 25% for the membership vote on the issue.

  5. Bonnie Lind on September 4, 2020 at 8:41 am

    I also listened to the Town Hall meeting Thursday, September 3rd. It’s beyond my ken why this seems to be so urgent and on the fast track when, not only are we all consumed by the Virus threat, but many of the Oakmont residents do not have computers and many of them who do are technically challenged and inept at working with things like Zoom, one on one discussions and other technical maneuvers. If this is so important and urgent, why wasn’t it brought up ages ago when we were all able to participate, in person, at the Berger? Instead, it’s put forward now when hampered by a limited form of communication with so many residents. If it’s so long overdue, how are a few more months going to make that much difference ? Let’s wait till all Oakmont residents can gather, in person, at the Berger where there can be more transparency on the subject and more residents can choose ( or not ) to feel like they have been included in this major decision.

    • Patricia Violetti on September 4, 2020 at 11:41 am

      Agree with Bonnie, this is not the time to make changes!

      • Brenda Steele on September 12, 2020 at 2:24 pm

        I, also, agree with Bonnie. Can’t this wait until more residents can participate in the discussion.

  6. harry kleiser on September 4, 2020 at 9:21 am

    The existing threshold for quorum was put in place for a reason: to make the process as democratic as possible. Reducing that threshold necessarily reduces democracy and will lead to even more centralization of power in Oakmont. I think this is absolutely the wrong direction. It reminds me of voices in the United States that are always looking for an easier way to amend or circumvent the Constitution. Without a valid, stated rationale for changing the quorum, let’s leave it alone.

  7. John MacInnis on September 4, 2020 at 11:55 am

    Thanks to Don for his accurate comments on the Town Hall.

    Following are some of my comments to my questions posed to the board at the meeting.

    To OVA BOD 09/03/2020
    I appreciate the Board’s (and Tom’s) efforts to revise some of the OVA’s very outdated bylaws. There have been many of us who understand that the task is daunting and one that needs to be done. However, the depths of the change to the proposed Article XI needs to be understood by the community. Hopefully, the Town Hall will resolve some questions and result in a more reasonable and inclusive approach to the governing process.

    The BRC provided a great service in its recommendations for change, but the 25% quorum issue is the exception and was not supported by several of the BRC members.
    Question # 1: If there is an ample number of OVA members who oppose the March 11, 2020 Phase 1 Resolution for voting on bylaw amendments as written, will the BOD revise the resolution to allow for a higher quorum requirement of 50% of the owners rather than the 25% indicated in the resolution? (I believe that there was a NO to this question)
    Question # 2: Since the law firm of Adams Sterling is the current legal representative of the OVA, does the OVA Board agree with the recommendations* for quorums for the election of directors? (Tom responded that he was not in favor of the AS recommendation)
    *From the Adams Sterling web site:
    Recommendation: Because of the problems associated with quorum requirements, associations should amend their bylaws to eliminate quorum requirements for the election of directors.
    Question # 3: Will the BOD address the BRC’s recommendations to add and/or change Articles X, XI, XII, XIII pertaining to capital improvements, project management, and membership voting on large projects? (This would be discussed only after the Article XI issue was resolved>)

    09/04/2020 – My notes on 9/3/20 Town Hall (OVA Board Meeting)
    Yesterday’s town Hall was interesting in that there were no comments form Neufeld, Betancourt, or Klyn, and not much from Marzak. However, Lyons seemed to have hinted that he may be more acceptable to discuss a change in the quorum percentage. Steve and Tom seemed resolute; but, maybe one or more directors will push for a compromise.

    The BRC did a great job in its review and recommendations, but there was not a unanimous agreement on the 25% issue. The question that seems to keep Steve and Tom puzzled is “why is a 25% quorum such a problem”. My answer is that a 25% quorum will allow other important articles to be changed, by this or future boards, without explaining the changes to an already confused membership. They include the election of directors, the voting procedures for special meetings, voting on the number of board positions (charter amendment), and other changes that would require the approval of a smaller quorum the OVA membership. There are also the issues of the added/changed articles (X, XI, XII, XIII) that could solve some of the larger future project management problems.

    The BOD should recognize that if they want to regain the trust of the membership (after the financial problems with the golf and ERC projects), they can show that compromise is not a bad thing. If getting the OVA membership to vote in favor of amending Article XI, a 40% quorum with a 60% affirmative vote is a compromise that will be acceptable to most, will be in line with prior election numbers, and enhance the passage of Article XI.

    It is true that the OVA is a “representative form of governance”, and not a true democracy. However, if we can define OVA as a “kind of democracy”, “compromise” should be part of the definition. Few people are always right or always wrong. That includes the OVA BOD and those of us who are concerned.

    Finally, Tom’s statement that he would not support the AS recommendation of having no quorums was a positive one. I guess that was a good thing to come away with.

  8. Phillip Herzog on September 4, 2020 at 3:43 pm

    I am a bit taken aback at the BoD’s apparent “realization” that the community needs to be informed of both sides of arguments in our “communications”. They wouldn’t have it for the dues raise, but now all of a sudden the blinders are off and they see the light? Hmmmm.
    And for the Bylaws change to 25%: there is a reason the threshold for changing Bylaws is so high … and it is quite intentional. If it was too low – like the 25% – it is too easy to change the Bylaws. Each successive BoD can easily change them just with their supporters. Such constant changes would likely wreak havoc on the community.

  9. Kerry Oswald on September 6, 2020 at 3:03 pm

    What became clear from Thursday’s Town Hall Meeting, is that according to Steve Spanier, the OVA Board, the By-Law revision committee, and Adam-Stirling legal counsel , believe that reducing a quorum from 50% to 25% quorum per revision of Article XI, “represents” the Oakmont Community. And this is just Phase 1 of the 100 By-Law changes.

    Per Tom Kendrick’s repeated snide comments, “a cadre of 8 condescending and delusional comments didn’t help” in reference to the fact that by this change potentially 401, that is the majority of 25%, statistically could decide the fate of any and all projects in Oakmont.

    Additionally, both the current OVA Board and By Laws Committee argue that the current Article XI quorum gives power to those in our community who do not vote and they are a burden to expediency. An interesting argument. Perhaps a more telling reality is that those who choose NOT to vote disenfranchise themselves and that by lowering the quorum to 25% the fewer will decide the fate of the many.

    There is no logical or rational reason to lower the quorum, for as Bruce Bon pointed out the issue of increased dues to support the purchase of the Golf Course received 73% support of the 2702 ballots that were cast (that is 1968 yes votes and a turnout of 84% of 3208 eligible voting members), which is well above the 1601 (50%) “quorum” that our present By-Laws require.

    Both Steve Spanier and Tom Kendrick cited the Committee’s “Hard work and duration of time spent” is not an argument to blindly accept giving away our protective quorum barrier.

    For example, the Pickle Ball Committee, the previous General Manager, and the then serving Boards spent three years, $200,000 of our Reserves, and countless confrontations trying to force Pickleball at the CAC down the Community’s throat, only to learn that all of that was wasted when it was determined that Pickleball Community could easily be accommodated at the East Rec for a fraction ($60,000) of what was wasted.

    Sadly, no document packet was provided as per standard operating procedure, preventing members of the Community an opportunity to again study proposed changes or additions prior to the Town Hall meeting.

    Both Directors Spanier and Kendrick expressed their “understanding” to ensure the membership has the information and both sides of the issue to be well informed before a vote of changing this Article of our By-Laws takes place, with Director Spanier stating that both sides of the Golf course issue were equally ‘heard’. It was not surprising that audience members took issue with this, with one member clearly expressing that that was NOT the case with the Golf Course campaign.

    Moreover, what was NOT addressed at this meeting is that this revision also calls for a radical changes to Article XI. The two-thirds vote subsection Article II 2.61 which is levying “general charges and assessments levied against each dwelling” is being removed due to the fact that it is also found in our CC&R’s section V 3(a)2. And it eliminates the restriction that Article VIII may not be amended which covers “Property Rights and Interests” by trying to change the recipient of the Association property and assets at the time of the Associations dissolution.

    I am against changing Article XI “, against lowering the quorum, against reducing the majority of the voting power of the Association”.

    It would appear that this Board has forgotten that they are a “representational body” and, as such, their duty is to the majority, not a reduced number that can be controlled. There is no reason to take away the real voice of Oakmont by allowing this Board and their agents to determine the fate of OUR community’s voice.

    Kerry Oswald

  10. Russell Elmer on September 7, 2020 at 9:33 am

    Thank you for your clear and important notification of this boards intent to change the number of homeowners approval to execute their plans regards our community. I find this alarming. The question of “why” is central to my concern. I believe that all our residents must be appraised of this effort to further empower the board to manipulate our community and its finances. I am willing to donate funds to provide for a home delivered notification and for any signs that might be effective in educating homeowners of this egregious maneuver to reduce our input into the future of Oakmont.

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