Southern Highlands Governance, Is It Legitimate?

Southern Highlands Community Association (SHCA) is more than a neighborhood. With thousands of homes, millions in annual assessments, and responsibility for parks, infrastructure, and community services, SHCA functions like a small city. That scale makes governance more than a formality — it determines how our money is spent, how our community is managed, and whether decisions are made in the best interest of owners.

This post examines two basic questions: is SHCA governance legitimate and who is acting as the true fiduciary for Southern Highlands homeowners?

The law?

Who Has Really Been in Charge?

When a community like Southern Highlands is first created, the developer — called the declarant in Nevada law — controls the association. This is meant to be temporary, so the developer can oversee construction and sell homes. Over time, as more homes are sold, the declarant is supposed to step aside and let the owners take full control of their board.

That hasn’t happened here.

SHCA’s board has five directors. For more than 26 years, a majority of those seats have been filled not by owners but by people appointed by the developer. And those appointees have not been independent. They have often been employees or senior executives of Olympia, the very company that built Southern Highlands and still holds powerful business interests in the community.

At the same time, SHCA’s contract for day-to-day operations sits with Olympia Management Services (OMS). OMS is formally employed by SHCA, but it is wholly owned by Olympia. That means the same developer that appoints the board majority also owns the management firm carrying out the board’s directives. To dive deeper read When Elections Can Be Merely Symbolic Delegation of Authority: The Quiet Shift of Power

So again: when the majority of directors and the management company both answer to Olympia, who is truly serving as the fiduciary for homeowners?

Nevada laws gives me the authority to still make the rules. I know becasue I wrote them into our "contract".

What the Law and CC&Rs Require

First, it’s important to be clear: nothing Olympia has done in controlling both the board and the management contract is illegal under current Nevada law. Inexplicably, the law allows this dual-control structure.

But even under current law, there are limits. Nevada law makes the board itself responsible for protecting the interests of the owners. That duty includes honoring the turnover provisions under the law and governing documents. NRS 116.31032 and by reference SHCA’s CC&Rs (Sec. 2.19) the developer is required to give up control “no later than 60 days after” 75% of the maximum units are conveyed.

When that threshold is crossed, the board should call elections and shift governance into the hands of the owners. (See NRS 116.31034) It has not done so.

In 2021, the Nevada Court of Appeals confirmed this principle:

“Both Nevada common-interest ownership law and the master declaration required that the Declarant’s control over SHCA would terminate after conveying 75% of the units within the SHCA.”

By SHCA’s own 2022 filing with the Nevada Real Estate Division, more than 8,300 units had been conveyed — well above the 75% line. On paper, developer control should have ended years ago.

For a deeper dive, see Declarant Control – a little know dark secret #1.

The 90% Argument

SHCA now claims that because the Legislature raised the statutory ceiling for large HOAs to 90% in 2015, its CC&Rs were “deemed to conform”. That reading is flawed.

The statute establishes a “declaration may provide for a period of declarant’s control” as in the case of SHCA. Declarations can — and do — set earlier thresholds that the statute allows. The maximum ceiling (“no later than”), not a minimum floor amended higher- 75% to 90%- in 2015.. SHCA’s 75% requirement was set decades prior. It remains valid. Only provisions violating the law are automatically corrected under statute. (See NRS 116.1206) SHCA’s CC&Rs are not in violation of the law - less than the 90% ceiling.

It is worth noting that the 2015 change to 90% did not appear out of nowhere. It was an effort heavily lobbied for by Olympia Development and led by Angela Rock, then and now the President of Olympia Management Services (OMS). That context makes SHCA’s reliance on the “90% threshold” argument all the more telling.

So why would a board — charged with fiduciary duty to homeowners — adopt an interpretation that extends developer control rather than honors the governing documents?

For a deeper dive, see Developer Control and the infamous AB 192(2015), "Declarant's control" - misunderstood, Developer control even after "control termination"- Dark secret #2 & Nevada Real Estate Division does not track declarant control.

What the Regulator and the Courts Have Done

Despite these filings, the Nevada Real Estate Division (NRED) — the state agency responsible for HOA oversight — has taken no action. The Division has the numbers in hand but has allowed declarant control to continue. Read more here

Faced with that inaction, in 2020 another SHCA owner and I filed a declaratory judgment action in district court, seeking a ruling on whether declarant control had ended. We had exhausted all regulatory avenues. I was elected to the board in 2022 while the actin was ongoing. We sought voluntary dismissal of the case in good faith — believing the issue could finally be resolved internally now that I was on the board. In retrospect, I regret that decision.

The judge granted dismissal, but with prejudice, which meant the claim could not be brought again by me. Any other owner could still bring the same action — just not me.

That ruling triggered years of costly litigation — not to resolve the question of control, but to punish me with huge legal fees. SHDC pursued attorney fees and other claims that have already cost me hundreds of thousands of dollars and consumed years of my life, all without a ruling ever reached on the merits. You can find the litigation story with filing here.

Ironically, my ouster from the board was framed as punishment for bringing litigation against the association — even though the owners elected me knowing full well about the litigation. The will of the membership was overridden by developer-aligned directors determined to protect their control.

When owners do not elect the board majority, when the regulator does nothing, and when the courts are made too expensive to reach, homeowners are left without any real forum to enforce the rights guaranteed in their own CC&Rs. The fiduciary duty that should protect owners is left unfulfilled.

For more on how regulators avoid tough questions, see The Secrecy Wall: Regulator’s “Confidentiality” Undermines HOA Accountability and Trust To understand how the courts have been used to punish rather than protect, read Nevada Knows Fee-Shifting Is Dangerous — But Uses It In HOAs

And for those who want the full record, I have made all the actual legal filings available here on my website so owners can see for themselves what has been argued, ruled, and left unresolved.

Why This Matters

Southern Highlands is the size of a small city, but it is not governed like one. In any real city, those who pay the bills and live with the consequences elect the officials who govern them. In SHCA, homeowners elect some directors, but the decisive block remains tied to the developer.

That matters when interests diverge. Litigation costs, spending priorities, and long-term commitments are decided by appointees not accountable to owners. Worse still, owner assessments fund legal strategies aimed at preserving the very system that denies owners full representation.

If fiduciary duty means loyalty to the people who pay the dues and live in the community, then the question answers itself: Southern Highlands owners do not yet have directors or managers whose first duty is to them.

For more on this gap between legal structure and practical governance, see Nevada’s HOA System Failing Those It Was Meant to Protect.

Moving Forward

This campaign is about more than one case. It is about bringing Southern Highlands into line with the democratic principles every community of its size deserves: governance by representatives chosen by and loyal to its homeowners.

Until then, the central question remains unanswered: who is acting as the true fiduciary for the owners of Southern Highlands?