CA Board Confirms its Own Lack of Transparency; Update on CA Money Spent on Legal Fees
During the Columbia Association's March 23 meeting, Board Chair Eric Greenberg announced fifteen closed sessions that had been concealed from public knowledge. This announcement confirmed that the CA Board was in violation of Maryland law, demonstrated a consistent lack of transparency by the CA Board of directors, and corroborated previous reporting by The Merriweather Post.
This article explains the revelations in further detail.
Announcement of Closed Meetings
At the March 23rd CA Board of Directors meeting, Board Chair Eric Greenberg (River Hill) announced the existence of fifteen closed meetings that the CA Board had held over the course of the fiscal year. The meetings cover most of the fiscal year (CA's fiscal year runs May 1 through April 30) and began in June 2022 with the most recent meeting on March 16th. None of those meetings had previously been announced by the CA Board, though most were described in a previous The Merriweather Post article. The list of previously undisclosed meetings - which included four CA committee meetings in addition to the fifteen board meetings - was so long that it took Mr. Greenberg approximately thirteen minutes to read, despite talking at a rapid pace.
According to Maryland Law, HOAs (such as CA) must hold all of its board of directors meetings in open settings unless the purpose of the meeting is to discuss a narrow set of topics. Additionally, the law requires that, if a closed meeting is held, the HOA must announce the existence, participation, and reason for closing the meeting at its next open meeting. The board failed to announce the existence of these meetings at the next open meeting for fourteen of the fifteen meetings (one, the most recent meeting, was held on March 16th). The series of announcements made on March 23rd confirmed that the CA Board was in violation of Maryland law for failing to previously announce those meetings.
Notably, Mr. Greenberg omitted details about the closed meetings that CA's staff had previously provided to The Merriweather Post. Specifically, as reported in a previous article, Mr. Greenberg omitted that many (if not all) of the closed meetings were directly related to CA's previous CEO and President, Ms. Lakey Boyd. The information included in Mr. Greenberg's announcements contained the bare minimum required by law for an announcement of a closed session. There is no legal prohibition constraining an HOA from providing additional insight into the content of the closed session.
The Merriweather Post has reached out to Mr. Greenberg to ask about the announcements and what prompted him to make these announcements after failing to do so for several months. He has not responded; this article will be updated if he does.
The votes to hold the meetings behind closed doors were announced by Mr. Greenberg as required by law. Two of the votes to close the meetings were contested: closing the January 4th meeting was opposed by Janet Evans (formerly representing Long Reach) and closing the January 25th meeting was opposed by Ms. Evans, Andy Stack (Owen Brown), and Bill Santos (Wilde Lake). The contested nature of the votes to hold those meetings behind closed doors is notable for multiple reasons. First, Ms. Evans, Mr. Stack, and Mr. Santos, were the three board members vocally critical of the board's handling of its relationship with former CEO and President, Ms. Boyd. Second, the timing of the meetings with contested votes corresponds with Ms. Boyd's departure from CA:
The closed January 4th meeting immediately preceded a press release from the board that denied the "rumors" regarding Ms. Boyd's job security and indicated the board had created a "plan" for Ms. Boyd which she would claim on January 11th prevented her from fulfilling her responsibilities. At the next open CA board work session on January 12th, Mr. Santos and Mr. Stack voted to have an open discussion about the board's relationship with the CEO and President but were opposed by all other board members (Ms. Evans was not present).
The closed January 25th meeting immediately preceded the announcement of Ms. Boyd's resignation from CA which was announced the next day.
The timing of the two contested closed meetings and the other activities surrounding those two meetings especially Mr. Stack and Mr. Santos' attempt to have a public meeting regarding the board's relationship with its CEO and President, indicates that some board members may have felt the discussions held behind closed doors should have been held in public.
The Merriweather Post has reached out to Mr. Stack, Mr. Santos, and Ms. Evans to ask why they opposed holding these closed meetings. Ms. Evans responded stating:
"...for the Jan 4 meeting I did not agree with the direction the board was taking and thought that more productive discussion could have occurred in the open, and involved Lakey. For January 25th, it was more of a protest vote. The reality is that in retrospect, I wish I would have started voting against every closed meeting starting in the summer of 2022. The meetings would frequently be closed under a single pretense, and then the majority would add two or three more topics on, once in the meeting. As I said in my resignation email, it was those instances where things were taken out of context, and bits and pieces of policy were taped together to create a justification for what they wanted to do. I'm sure you've recognized that Eric is not particularly concerned with procedure or ensuring that the discussion being held in closed meetings needs to be in a closed meeting."
Mr. Stack and Mr. Santos did not immediately respond; this article will be updated if they do.
Other Transparency Issues
The current CA Board has demonstrated a lack of candor and transparency in at least two additional ways beyond their failure to promptly announce closed meetings.
First, the current board has altered meeting agendas at the last second or discussed topics not on their agenda on several occasions. The deviations from the announced agendas prevents residents from understanding the decisions the board is considering and when they may want to attend meetings to provide testimony.
Second, the current board at first refused to comment on and eventually incredulously denied that Ms. Boyd's job security was in jeopardy despite the growing and publicly observable tension between most members of the board and Ms. Boyd.
Ms. Evans provided the following commentary on her perception of the board's lack of commitment to transparency:
"[Eric and his supporter's] behavior reminds me of the lies that [Republican House of Representatives member] George Santos told to be elected - his behavior was so completely off the charts in terms of what has been experienced, that it was only after it was way too late did people realize the depths of his deceit. That probably sounds dramatic but I equate the egregiousness of their behaviors scaled to their individual situations.
"The lack of transparency of the CA board has not only hidden information from the community, but from members of the board as well who didn't agree [with the actions of the board majority]. For instance, I only ever saw the first engagement letter with the attorney - and even then I'm not sure it was the final version (...) Just like the slippery slope of closed meetings, the involvement of the lawyer was like an invasive weed that spreads by runners. I am reasonably certain that [Eric and Ginny Thomas] did not adequately document the expanded scope [of the board's engagement with the outside council] (if they even know what all that would entail at this point), and I know they did not share any future engagement letters with the board to validate the increased engagement. Every lien payer should know the total dollar value of that bill and the impact that these decisions had on the CA budget."
Update on Costs of Legal Fees
As of 31 January 2023, CA has spent $107,848 on Ballard Spahr services related to the dispute with former CA President/CEO Lakey Boyd.
About the author: Michael Golibersuch is a Columbia resident and believes increased awareness of CA Board activities 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.