Unintended Consequences of Amending OVA Bylaws
“We want to hear from you, especially regarding the Phase 1 process for amending our bylaws.”
Per the above, please consider the following as part of the OVA’s request for comments on the process for amending bylaws.
Approving the 55 minor changes to the language and legal references as presented by the 2018 BRC should be approved as submitted since there would be no material negative changes to the existing bylaws. Although18 of the remaining 45 are “minor”, they should also be reviewed along with the 27 “major” changes recommended by the BRC before any votes on bylaw amendments are scheduled.
The significant concern by many of us who question the need to reduce the quorum for bylaw amendments is: “What will the effects be on other bylaws by allowing them to be changed by the Board resolution amending Bylaw XI?” It is a valid concern that the current or future boards could choose to amend or restate some articles and changes not suggested by the 2018 BRC. In fact, with a lower quorum requirement for amending bylaws, it would be easier for current or future boards to make significant changes to the OVA’s administrative structure. All quorums could be eliminated for voting except for those required by CA codes. Unfortunately, that is what is preferred by the Adams Sterling law firm that advises the OVA Board. Although Tom Kendrick indicated that he would not be receptive to “no quorum” bylaws (except for those required by CA codes), there are others on the current BOD or future boards who would not be bound by Tom’s view of that concept.
In addition to changing Article XI (Quorum for amending bylaws), a few examples of significant bylaws that could be more easily changed with a lower quorum vote are:
Example #1- Meetings of Members: Per Article 3.5 of the current bylaws, a quorum of 25% (802) of the Oakmont property owners, including the 160 rental units at Oakmont Gardens, is required to hold the annual membership or special meetings. If that 25% was reduced to only a majority of those who voted, a membership or special meeting could be conducted with a much smaller affirmative vote count needed for approval. The BRC recommended a 60% affirmative vote to approve membership and special meetings actions. (Again, OVA’s law firm recommends no quorums for any membership meeting.)
Example #2 – Voting: The BRC has suggested that there may be a need (wish) to revise Article 4 to allow for multiple votes for each household with a maximum of two votes in a unit with two or more residents. Amending this article would be a major change to the historical voting of Oakmont and needs a full review by the board and the membership.
Example # 3 – Board of Directors: Per Article 5.2 of the current bylaws, the term of office for board members is set at two terms of 2 years each. The BRC suggested an alternative option could be for a 9 director and a term of 3 years with two 3 year terms as the maximum. A future board could revise those terms or length of terms to up to (example) 4 years with a 25% or less quorum. (if changed per 3.5 above) The question is: Should an OVA board member’s combined terms be longer than the current 2 year, 2 term (4 years) limit.? (Although SB 323 seems to indicate that term limits are no longer valid, that is debatable and may change to something else if legislative or court actions occur.)
The additional articles proposed by the BRC (Articles X through XIII) address administration, capital improvements, and miscellaneous items. Those miscellaneous items include the “project bids” and ‘project management” concerns which have been discussed in many forums over the past few years.
Since there are many examples that could be cited where an amendment, addition, or deletion of a bylaw could have a negative effect on some or all of the community, it is important for the membership to be aware of the possible negative effect or the “unintended consequences” of any change. Those issues should be fully disclosed in any discussions or future town hall presentation.
Much of the online Zoom town hall was centered on a goal of making it easier to change bylaws. A concern was expressed by at least three board members that it is too difficult to attain a quorum of 50% participation of the membership. However, many of us question whether making amendments to bylaws much easier is a valid goal. Also, why is the 50% quorum level not acceptable since history has shown that votes for directors and assessment increases have had participation levels well over 40% and up to 83%. Amendments to bylaws should be just as important as elections since those bylaws are the foundation of the governing process.
Suggestions:
The Phase 1 process should be delayed until a thorough effort is made to educate the Oakmont community about all of the major proposed changes recommended by the 2018 BRC. To their credit, the OVA Board has indicated they “want to hear from you” and they are open to a discussion of the bylaw change process. Discussions should also be available to proponents and opponents of the changes through the OVA communications system (Oakmont News, ZOOM, E Blast) as a prerequisite for any voting process for bylaw changes.
Members of the original BRC could also respond (if they wished) to open forums to discuss the reasoning behind the committee’s recommendations to the BOD.
I agree that there has to be better communication to all residents. It cannot be assumed that every resident is online and that every resident has signed up to receive the eBlast or information from OVA. Some residents do not read The Oakmont News. Some residents prefer to read the Kenwood Press. The BOD, if it wants to be transparent, must use all forms of notice available to them. I’d even go out on a limb to say they must send out a mailing when it comes to something as important as the change in the Bylaws. It’s called, “notice.” Cases have been lost in court because there was a lack of notice.
What is the rush anyway to get this change through? Did the BOD assume that holding a Town Hall in the midst of a Pandemic and Wildfires would be enough to achieve what they wanted to do? How many residents know about this proposed change to the Bylaws? The BOD said they wanted comments from residents. Only those few who watched the Town Hall would know what went on. Those who have not talked with the few who watched the Town Hall know nothing so it’s doubtful they will contribute their thoughts. Net. Net. The BOD will say they had some comments and will now proceed to a vote. Wonder what that vote will amount to?
Another thought about the rush to get this through. What is it that the BOD wants to push through before the next election, when four of them will be gone? Call me a skeptic about this need to change the bylaws right now, but I believe it’s a vision of a big dream a few have.
As expected, John MacInnis delivers an outstanding commentary on the issue of the proposed bylaw changes.
He states that “Those issues should be fully disclosed in any discussions or future town hall presentation.” Adding: “Since there are many examples that could be cited where an amendment, addition, or deletion of a bylaw could have a negative effect on some or all of the community, it is important for the membership to be aware of the possible negative effect or the “unintended consequences” of any change.”
My question to the BOD is why this recommended change when there appears to be no real problem? Are we to assume a solution looking for a problem? I agree with John MacInnis in that much more discussion is needed with far wider communication of these important changes.
One change I would like to see regards VOTING…I feel that if there are two people living under one household, then they should each have an opportunity to vote on any proposed changes.
Thanks for another information rich article. Much to ponder.
We part on the matter of how to go forward from here, however. You make clear the long-term risks of lowering the bar beyond that justified by solid evidence but then suggest incorporating the multiple amendments of the BRC into the discussion before proceeding. I wholeheartedly agree that now is the time to begin the process of introducing each amendment to members. Each should be clearly explained and understood by interested members before any election on each is held.
The current amendment on the table–to lower the required votes needed to pass future amendments–however has far reaching consequences beyond any of those following, which are mostly technical. It needs to stand alone in my opinion, separately addressed lest members become distracted over whether they favor this or that particular amendment.
American History is rife with attempts to keep various people from voting. Now that a black man equals one
vote, not 3/5 of a vote as in the mid- 19th century (not that they could actually vote then), and women of any color could not vote at all but can now, I suppose we have come long way? Apparently, both the BOD and certain people in our US Government still cannot except this simple idea – “ONE PERSON, ONE VOTE” (Aside from the fact the phrase used to be, “One man one vote,” we have progressed at least on paper.)
If you live in the US, and in Oakmont, each person should have the RIGHT to vote on by-law changes, and the process to make them; and the majority should be the winner. Seems like our BOD is attempting to to find a way around this since their arrogance leads them to believe they know what is best for us – dictator thinking. We all need to support DEMOCRACY that is threatened all over the world and most recently in Oakmont.
I would like to support Mary Lou Hicks comment that in two persons household, each person should
get their own vote- these households pay twice the HOA dues that single person households pay, so they
should get 2 votes. Additionally since at least on our BOD, male arrogance is evident, we need to avoid
its extension to households so that regardless of gender, each person gets their own vote.
I am against changing the by laws since they have been working fine for more than 6 decades. Enough people vote when needed and the proposed changes would allow a small group of people to get whatever they want and the entire community would have to pay for it. No need to change a system that is working for entire community with a system that will benefit only some of the community and possibly cause financial hardship on some who have been here for a long time and would like to remain here. Whatever happened to caring about each other?