The Columbia Association's (CA) Board of Directors held a work session the evening of January 12th. This was their first public session since the board issued a disputed press release regarding their relationship with CA President and CEO, Ms. Lakey Boyd and a subsequent statement from Ms. Boyd announcing her request to be transitioned out of Columbia Association. The most notable aspects of the meeting were the heightened tensions and the board's refusal to discuss the the potential departure of its own President.
This article describes the discussions relevant to the board's functionality and its relationship with Ms. Boyd. It does not provide detailed descriptions of other topics discussed including a presentation from the Chesapeake Bay Foundation, CA's policy towards voting in village elections, or HoCo by design. Ms. Boyd (out sick) and Long Reach representative Ms. Janet Evans were not present.
Ignoring the Elephant in the Room
As the meeting began, Wilde Lake representative, Mr. Bill Santos, asked that the Board Chair, Mr. Eric Greenberg (River Hill), and vice-chair, Ms. Ginny Thomas (Oakland Mills), step down from their positions and that the board elect new leadership. The suggestion was met with substantial cheers and applause from the community attendees and Mr. Santos was clearly motivated to make this request because of Mr. Greenberg and Ms. Thomas' handling of their relationship with Ms. Boyd. In response, Mr. Greenberg refused to allow discussion on Mr. Santos' request justifying his position by explaining votes are only taken in board meetings not work sessions. While Mr. Greenberg was correct that it would take a vote during a formal meeting to elect new leaders, the chair and vice-chair could step down at time and a discussion (without vote) about new board leadership could be held in a work session.
Subsequently during discussion of the agenda, Mr. Santos motioned to remove all topics from the agenda and replace them with a discussion about the CA President and the relationship between the board, the board's leadership and the president. Mr. Santos explained his view that the discussion was long overdue and that resolving issues related to the CA President and the board was critical to the board's ability to properly function. The motion to have this discussion failed with only Mr. Santos and Mr. Andy Stack (Owen Brown) voting in favor and Mr. Dick Boulton (Dorsey's Search), Ms. Thomas, Mr. Greenberg, Mr. Alan Klein (Harper's Choice), Ms. Lin Eagan (Town Center), and Mr. Brian England (Hickory Ridge) voting in opposition. Mr. Greenberg explained his position that this was a "personnel matter" that needed to be discussed in a closed session and, presumably, the other board members who opposed discussing the topic shared this view.
After the meeting, The Merriweather Post asked Mr. Santos and Mr. Stack to explain what they would have liked to have discussed in the open meeting. Mr. Stack responded
"[In an open session the board] can discuss the role of the Board, the role of the President/CEO, what communication is necessary for both to fulfill their roles and what could/should be expected of a President/CEO. None of this needs to be in reference to a particular person [which would necessitate a closed session]. I also think it would be good to discuss the impact on CA, the community, our strategic plan, and our stakeholders in losing a President/CEO in the way it is occurring. None of this is personnel; it concerns the community and the organization. And we could get a sense of the way forward."
Mr. Stack also shared two draft handbooks he had authored that comprehensively describe the roles and responsibilities of CA Board members and the CA Board Chair. Mr. Stack stated he has asked but failed to have the draft handbooks added to a board agenda, speculated they could help the board through some of its difficulties, and allow the public to comment on what they expect from board members.
The board's decision not to discuss the issue publicly means Columbia can only speculate about several important questions regarding the CA President:
Will the board adjust its approach towards Ms. Boyd?
Will the board explain its issues with Ms. Boyd?
Will the board share "the plan" that led Ms. Boyd to ask to be transitioned out of CA?
What is the timeline for transitioning Ms. Boyd out?
What will the impact of Ms. Boyd's departure be on the organization?
How will the board choose a replacement?
The possibility of pursuing mediation between the board and the president was raised multiple times: it was recommended in the report presented by CA's Audit Committee as well as several residents - including being suggested by multiple former CA Board members - who spoke during the "Residents Speak Out" portion of the meeting. Mr. Santos made a point of saying that the board had considered a motion to pursue mediation but that it was rejected by a majority of the board.
Later in the meeting, Mr. Klein stated that all members of the board support mediation, but mediation was not proceeding for reasons "he cannot disclose." Speaking separately to The Merriweather Post, Mr. Klein explained that "if the right conditions were in place" he and other board members would support mediation. Mr. Klein said he was precluded from describing "the right conditions" in detail because, in his opinion, they could only be discussed in a closed session.
While the board has declined to openly discuss the possibility of mediation, based on available information - including statements from multiple board members, the Audit Committee's Report, and the retention of outside counsel by the board of directors - it is likely that, during recent closed sessions, the board considered two options to address its damaged relationship with Ms. Boyd: 1 - use a mediator to try and facilitate a better working relationship between the board and Ms. Boyd or 2 - use an attorney to try and compel Ms. Boyd to submit to the board's demands. If this analysis is correct, it is clear that the board has chosen the second, less amicable option.
Unprofessional Innuendo and Veiled Accusations
Several board members reacted strongly to one particular comment in the Audit Committee's Report: the negative impact of frivolous and/or voluminous ethics complaints. In response to this point being raised, Ms. Thomas, Mr. Greenberg, Mr. Boulton, and Ms. Eagan all eagerly stated that they had not submitted any ethics complaints. The board members went on to comment that the source of the complaints were not present in the room, not on the board, and rhetorically asked "who's not here?" As Ms. Boyd was not in attendance of the work session, the board members were all but openly accusing her of making frivolous ethics complaints.
The board members making these insinuations should know that ethics complaints are supposed to be kept confidential. Additionally, because the only way for the public to know whether the board member's accusations are true would be to disclose further details about these ethics complaints, Ms. Boyd has no way of defending herself against the insinuated wrongdoing.
This use of innuendo to accuse Ms. Boyd of wrongdoing she cannot publicly defend herself from demonstrates poor judgement. Additionally, the board's selective disclosure of some confidential information about their conflict with Ms. Boyd while refusing to directly discuss their relationship with Ms. Boyd in an open session is hypocritical.
Audit Committee Report
Mr. James Young, the chair of CA's Audit Committee, presented a report containing several recommendations to the CA Board. For context, this report was drafted in the midst of a board-led effort to rewrite its own ethics policy against the advice of staff and despite staff already preparing a draft ethics policy for the board to consider. Mr. Young commented that he has served on the Audit Committee for over ten years and that the board is more dysfunctional now than it has ever been. The recommendations in the Audit Committee report are:
Seek mediation from a qualified third party to build trust and a positive working relationship between the board and CEO
Institute mandatory annual training for board members to equip them with knowledge critical to their roles
Avoid conflicts of interests with that arise from CA Board members' participation in other organizations
Streamline and improve the policy for handling ethics violations and investigations
The full report can be read in the packet for the work session found here: https://www.columbiaassociation.org/wp-content/uploads/packet-agendas-259515-3.pdf.
There were numerous questions and confusion from some board members regarding the recommendation about conflicts of interests. The report recommended that board members recuse themselves from votes when they have conflicts of interest. Mr. Young specifically recommended that the board's ethics policy not explicitly exempt Inner Arbor Trust (IAT) and Village Associations from the conflict of interests policy, as is currently recommended in the draft ethics policy being written by Mr. Boulton. Multiple board members effectively questioned whether a conflict of interest was possible between IAT and CA (it is) in light of the fact that IAT was established with some of its board seats specifically designated for CA board members. While this is true, it misses the fact that, when IAT was established, IAT was envisioned to be financially independent of CA. Now, however, IAT (with the support of CA Board members serving on IAT's board of directors) regularly requests grants from CA thus creating a conflict of interest for board members.
After significant discussion Ms. Jackie Tuma, CA's Director of Audit and Advisory Services, wrapped up the presentation of the Audit Committee's report by emphasizing three points. First, she asked that board members not let the report's one comment on frivolous ethics complaints distract from the numerous recommendations for the ethics policy. Second, she highlighted her concerns that the CA current lack of accountability mechanisms for its highest levels of leadership and her concern for the current direction of the ethics revisions being led by the board (instead of staff). Finally, she recommended the board not codify a double standard into their policies where CA employees could get fired for an action while CA Board members would face no consequences for the same action.
Misunderstanding of Role & Responsibilities
During the ethics discussion, Mr. Boulton made several statements that concisely demonstrated fundamental problems with the way several CA Board members understand their role. Mr. Boulton repeatedly insisted CA is unique; in response, Mr. Young disputed the notion that, regardless of its unique characteristics, there is nothing about CA that requires unique governance rules. Mr. Boulton went on to say that "[The CA Board is] probably a lot more involved in the organization than your typical non-profit [board of directors]."
Revealingly, Mr. Boulton perceived the board's level of involvement as a feature of the CA board that should be accommodated rather than an indication that the CA board is inserting itself unnecessarily into the inner workings of the organization in a disruptive manner. Additionally, Mr. Boulton demonstrated that he (and presumably other board members) conflate their responsibilities as Columbia Council representatives with their responsibilities as CA Board members. CA's system of automatically appointing Columbia Councilmembers (advisory positions representing each village) to its board of directors (positions with a fiduciary responsibility to act in the best interests of CA and its mission, not just one village) undeniably lends itself to the temptation to conflate those roles - but they are, in fact, distinct roles with different responsibilities. Mr. Boulton's views arguably illustrate issues in CA's governance that lend themselves to difficulties but, more immediately, they illustrate fundamental misconceptions - shared by many CA Board members - about their role and responsibilities.
A representative from the Chesapeake Bay Foundation provided a presentation about green infrastructure projects. While the presentation was framed in the agenda as pertaining to the Lake Elkhorn Stream Restoration Project it did not address that project specifically. Instead it provided an academic (and informative) overview of best green infrastructure practices to protect the Chesapeake Bay Watershed. It did not address the practical issues CA is confronted with in the Lake Elkhorn tributaries. Mr. Klein and Mr. Stack asked questions in an attempt to lead the conversation in a more practical direction.
The board discussed CA's potential input to the county regarding the revisions to the General Plan HoCo by Design. In this discussion, Mr. Santos explained how redevelopment of CA-assessed property (pointing to the Wilde Lake Village Center redevelopment as a positive example) increases the property's taxable assessment that the CA annual charge is based upon, thus increasing CA revenue without increasing resident's assessment rate. Mr. Greenberg expressed concern with the potential redevelopment of village centers, and growth more generally, noting that Columbia is a car-centric community and that redevelopment of village centers could impact convenience of running errands.
CA's General Counsel, Mr. Michael Aniton, presented CA's plan to cast votes in village elections. For context, CA owns multiple lots in most villages and, therefore, is eligible to vote in village elections. Immediately prior to last year's village elections, CA changed a longstanding practice of casting their votes for the leading candidate in each village to help ensure the village met its quorum threshold, and opted not to cast votes at all. Some villages and CA Board members took issue with the change in this practice - particularly the last-minute and uncoordinated nature of the change - and others speculated without evidence it was a deliberate attempt by CA to impact the outcome of an election. The board recommended wording changes but largely agreed with the plan as presented which directs CA to essentially cast blank ballots in elections to help villages meet quorum while avoiding the perception that CA favors one particular candidate. The board did not acknowledge the input from residents who highlighted that CA's plan circumvents the need to engage residents and increase voter turnout thus contributing to the status quo where a small, unrepresentative number of residents chose the community's leaders.
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.