The July 10 Town Hall on the Golf Courses and OGC

What Should Residents Reasonably

Expect of the OVA Board of Directors?

 

The matter of OVA financial support for the Oakmont Golf Club has been brewing for months and has been the subject of OGC-sponsored meetings as well as OGC perspectives presented in its regular column in the Oakmont News.  But the July 10 meeting will be the first presentation to the community to be initiated by OVA.

It is not evident where the matter stands on the eve of the OVA Town Hall. 

The Board of Directors has not been clear about whether it is seeking residents’ views before even considering whether to formulate proposals and what they should be, or whether it has already formulated at least tentative proposals and is seeking residents’ reactions before deciding whether or how to proceed with them.

According to a July 1 Oakmont News front page report (“Town Hall on Golf Club Aid”) announcing the purpose of the July 10 Town Hall: “Residents can hear an update on proposals for the OVA to provide financial help to the Oakmont Golf Club.”  The same report quotes OVA President Steve Spanier as telling the BOD at its June 19 meeting that “[t]he question of whether the OGC should receive financial assistance is getting closer to being answered” and that “OVA will provide the community with insights and our current thinking at the July 10 meeting.” [emphasis added] 

The July 6 OVA Friday E-blast announces that “we will explore some possible options that might be considered” and characterizes the Town Hall as a chance for residents “to join the discussion before any proposals have been offered or decisions are made.”  The E-blast describes a meeting for residents to “share your thoughts and perspectives on the future of the golf courses and what part, if any, OVA should play in this” in order to “provide the guidance that the OVA Board needs to determine how to proceed.”  [emphasis added]

Has the BOD already moved to a proposal or tentative proposal stage after studying OGC’s request for a substantial, five-year commitment of funds, or not?   

What can Residents reasonably expect of the BOD at this OVA-initiated and organized meeting?

Conflict of Interest and Recusal

Virtually from the outset, questions of serious legal and ethical substance have been raised about the potential conflict of interest of some Board members that arguably require disclosure and recusal.  Bruce Bon’s July 5 article in the Oakmont Observer (https://oakmontobserver.com/conflict-of-interest-and-the-ova-ogc-question/) includes a thoroughly researched, detailed reporting of the legal and fiduciary obligations under Davis-Stirling as well as professional and ethical requirements under OVA Policy that are binding upon each Director.

In view of the questions that have been raised and the announced purposes of the meeting, Residents have a reasonable expectation that the BOD will report at the July 10 meeting which Directors have been involved in discussions of this matter, which Directors have been involved in engagement with OGC, and which Directors will be involved in future deliberations and decision-making about the matter. 

Residents also can reasonably expect an accounting of which Directors have disclosed that they are conflicted and are recusing themselves from participating in discussions of or voting upon this matter.  If OVA has sought and received from OVA counsel an opinion about the application of conflict of interest requirements to OVA Directors, Residents have a reasonable expectation of hearing a report on the guidance provided by counsel and the consequent actions of affected Directors.

Factual Background

Residents can reasonably expect the BOD to summarize the factual history of this matter from the Board’s point of view.

It has been reliably reported that the BOD has received and has been considering one or more requests for financial assistance from OGC.  The BOD decided to engage with OGC regarding its request(s) and has devoted time and resources to study and consider the request(s).

Residents can reasonably expect of the BOD a clear statement of what priority the Board assigns to potentially providing financial assistance to OGC in relation to other major financial commitments already embedded in the current and next several budget cycles.

Residents can reasonably expect of the BOD, including a report of opinion(s) received from OVA counsel, a clear statement of the legal scope of actions it can and cannot take with respect to providing financial assistance to OGC.

Although the OGC and the golf courses and restaurant/conference facility it owns and operates are independent of OVA, Oakmont Village and its Residents plainly have a complex, interdependent relationship with the golf courses, their appearance, features and facilities, and the land they occupy as well as to their players and members, particularly those who are Residents.  The BOD as the agent for Residents and OGC as the agent for the golf courses and membership have substantial interests at stake.  Neither party can simply walk away from or ignore the other.  Residents can reasonably expect that the BOD will treat this matter as complex, not simple, and will describe and delineate the complexities it sees in the current and future situation.

OVA Conclusions and Financial Implications

It has been reported that the OVA requested certain financial and other information regarding the golf courses and Quail Inn from OGC that it believed necessary to its understanding and consideration of the OGC request.  It has been reported also that OVA executed an OGC-demanded Non-Disclosure Agreement [NDA] in order to secure this information. 

Residents cannot reasonably expect the BOD to disclose the information supplied by OGC under the NDA.  OVA is bound by the terms of the NDA, whatever they may be.

Residents can reasonably expect that the BOD will report the actual terms of the Non-Disclosure Agreement it executed.

Residents can reasonably expect that the BOD will report whether it has received all the information it requested from OGC; what data it has yet to receive or has been told will not be received, if any; and whether it is satisfied that it has received sufficient data to reach conclusions about whether or how to proceed.

Residents can reasonably expect that the BOD will describe how it analyzed the financial data it has received, whether it engaged an impartial expert to do such analysis and, if so, whether a report from the expert has been received.

Residents can reasonably expect that the BOD will report and describe all conclusions it has reached, based on its study, that it believes justify any actual or potential proposals or decisions not to take action. 

Residents can reasonably expect that OVA will not request them to react or respond to actual or tentative proposals without prior knowledge of such BOD-reached conclusions based on OVA research.

Residents can reasonably expect that the BOD will report whether or not it has made any proposals to OGC to date and, if so, the subject matter of those proposals.

Next Steps

Residents can reasonably expect from the BOD a clear description of its planned process for going forward, including plans for future Town Halls and channels to be used for providing information to and/or seeking information from Residents.

Residents can reasonably expect the BOD to describe its projected time line for concluding the matter.

Residents can reasonably expect that the BOD will report whether or not it plans to submit to a binding vote or an advisory referendum by the OVA membership any actions it proposes taking and also will provide its rationale for that decision.

Given the nearly complete absence of information from OVA while the BOD has been studying the matter, expectations for clarity and transparency regarding the Board’s processes, conclusions, and intentions as a primary outcome of the July 10 Town Hall are very high.