This article a follow up to a previous article Disclosure of Previously Unannounced Closed CA Board of Directors Meetings (December 27, 2023) that revealed Columbia Association’s Board of Directors has held many closed meetings over the last several months without announcing them as required by Maryland Law.
Since publication, The Merriweather Post has received additional comments relevant to this topic from CA’s Board Chair, Mr. Eric Greenberg (who represents River Hill), as well as CA’s General Counsel, Mr. Michael (Wes) Aniton.
This first section of this article provides those responses. The second section provides commentary on the topic.
Chair and Staff Responses to the Unannounced Closed Meetings
Prior to publishing the previous article revealing the previously unannounced closed meetings, The Merriweather Post contacted Mr. Greenberg and asked for comment. Mr. Greenberg did not respond prior to publication of that article (understandable, due to the holidays) but did respond the morning of January 5th. Notably, the CA Board held an additional closed meeting the night of January 4th and the timing of Mr. Greenberg’s response may be related.
Mr. Greenberg’s response stated:
“As you may or not be aware of, the script that I read at the beginning of meetings including any announcements is prepared by staff and provided to me just prior to the start of the meeting. As such I referred your concerns regarding the closed meeting announcements to CA’s general counsel, Wes Aniton, who I have CC’d on this response.”
Mr. Greenberg did not respond to several other questions posed to him regarding the board’s broader conflict with Ms. Boyd.
In response to Mr. Greenberg’s, email CA’s General Counsel, Mr. Aniton, responded and disputed the chair’s explanation. Mr. Aniton’s response stated:
“Concerning open CA Board meetings, the Board Operations Committee determines the items to be included on the agenda and CA staff prepares the written agenda. CA staff provides the Board Chair with a basic outline to assist with conducting the meeting. The outline is not an official script (nor does CA staff use that terminology), rather it is a tool to guide the Board Chair’s remarks and announcements. The outline, which mirrors the order established on the agenda, provides a narrative for calling the meeting to order and Resident Speakout, which is identical for every meeting. The outline also prompts the Board Chair to announce closed meetings that have been held since the last open CA Board meeting.
The Office of the General Counsel and senior staff have provided guidance to the Board, on several occasions, concerning requirements and procedures for conducting both open and closed meetings. This is evidenced by the fact the prior Board Chairs have successfully fulfilled their duties and have properly announced all closed meetings. While CA staff provides the aforementioned material and guidance to the Board Chair, it is the Board Chair who leads the open CA Board meetings and who is responsible for conducting the meeting properly.
Mr. Greenberg, as the FY23 Board Chair, has called 12 closed meetings and a significant number of the closed meetings were executive sessions, meaning CA staff was not present. Ultimately, it is Mr. Greenberg’s responsibility, as Board Chair, to properly document the closed meetings and to announce the time, place, purpose, and authority for holding the closed meetings. Mr. Greenberg has always had the opportunity to seek additional guidance from CA’s General Counsel, if he had questions concerning legal requirements for closed meetings. Announcing closed meetings is the Board Chair’s responsibility.”
Commentary on Response
The meetings (both open and closed) that Mr. Greenberg presides over are the board’s meetings. They are not the staff’s meeting. The staff can (and usually does) attend at the discretion of the board to provide support to the board; however, the meetings - and all of the topics they cover - are the responsibility of the board of directors. One of the primary and most fundamental roles of a Board Chair is to facilitate effective meetings. Mr. Greenberg, as chair, called those closed meetings – it is his responsibility (not the staff’s) to announce them. Mr. Greenberg’s response demonstrates a basic lack of understanding of board responsibilities and that he is ill-suited for his position as chair.
Mr. Greenberg’s claim that the staff should have been responsible for providing him a list of closed meetings to announce also defies common sense if, as Mr. Antion’s response indicates, staff were not present at those closed meetings.
Notably, Mr. Greenberg’s response is ironic given that a large source of the tension between the CA Board and CA’s staff is the board’s attempts to micromanage CA staff and the board’s refusal to defer to the staff on several issues (for example, the board has refused to accept the draft ethics policy provided to them by their HR team and General Counsel). Given this pattern of behavior, it defies belief that the board would be willing to provide zero oversight and defer completely to a “script” given to them by the staff to read at their own meeting.
Finally, Mr. Greenberg’s response appeared to be a deliberate effort to pass the buck and lay the failure to announce closed at the feet of CA’s staff. The Merriweather Post asked him to confirm if this was his intent and he has not yet responded. Even if the staff was responsible for an error, good leaders do not attempt to publicly throw their team under the bus. Mr. Greenberg’s choice to respond this way is further indication of the breakdown in the board’s ability to effectively lead CA and work collaboratively with staff as part of the same organization to serve our community.
About the author: Michael Golibersuch is a Columbia resident and believes increased awareness of CA Board Meetings can benefit the community. He appreciates the time all CA board members spend volunteering on behalf of a community they love. It brings him no pleasure to publicly highlight anyone’s shortcomings; however, he believes his neighbors deserve to know whether their representatives are effectively serving them. He does not believe that being a poor board member reflects poorly on an individual’s character and he encourages everyone to be kind to all their neighbors. His participation in this effort does not indicate he agrees with all opinions expressed in The Merriweather Post.