Columbia Association Board of Directors Meeting Recap: June 9, 2022

The CA Board held a work session on June 9th. They discussed several topics including their advisory committees, village cash reserves, the Lake Elkhorn Stream Restoration Project, the annual objectives for CA's President/CEO, and their ethics policy. Overall, the meeting demonstrated varying levels of board member comprehension of the topics at hand, some board member's doubt regarding CA staff's advice, a lack of clarity on the decisions the board was trying to make, and a strong desire to serve the community. The meeting highlighted the inherent difficulty of ten part-time volunteers reaching a consensus on the best way to run a multi-million dollar organization. The two decisions the board made - the apparent establishment of two new subcommittees focused on the board's ethics policy and the Lake Elkhorn Stream Restoration - increased the amount of work the CA board will be responsible for doing themselves.

Advisory Committees

The board set aside time to discuss potential directives and charges that they would provide to CA's Advisory Committees. This followed the previous board meeting where each advisory committee reported on their activities for the previous year. Initially, Dick Boulton (Dorsey Search) took the discussion in a different direction and expressed concern that the advisory committees no longer had board liaisons assigned to them. Janet Evans (Long Reach) reminded Mr. Boulton that board members were still able to attend any committee meeting they wished to participate in. Bill Santos (Wilde Lake), Eric Greenberg (River Hill), and Alan Klein (Harper’s Choice) indicated they at least partially agreed with Dick but, since board members are still able to attend committee meetings, the nature of their concern was unclear.

Although the (non)issue regarding board member participation in committee meetings had not reached a firm understanding or decision, Andy Stack (Owen Brown) shifted the focus of the discussion towards the substance of the advisory committees. Specifically, Mr. Stack questioned whether the use of the term "marginalized community" was appropriate in the context it was being used in the charge for the Climate Change and Sustainability committee. There was some discussion amongst the board members whether "marginalized" was an objective or subjective term and whether it would be more accurate to specify the Wilde Lake community the document was referring to using more precise terms.

Separately, Ginny Thomas (Oakland Mills) questioned whether the Millennial Advisory Committee was named correctly. The board discussed but didn't reach a clear consensus on whether the committee was intended to focus on young adults aged 18 - 35 or continue to focus on the Millennial generation as they advance in age.

Village Cash Reserves

CA Chief Financial Officer Susan Krabbe presented the staff's recommended adjustments to the limit CA places on each village's cash reserves.

(For context, Columbia's ten villages receive an annual grant from CA to fund village operations. CA places a limit on the amount of money each village is permitted to hold equal to 20% of its operating expenses. If a village has cash reserves over that cap at the end of a fiscal year, CA deducts the excess amount from the grant it provides the village during the next fiscal year.

The existence of the cap is controversial. Critics of the cap question whether CA should interfere in the autonomy of villages to spend money as the villages see fit and point out that the cap interferes with villages’ ability to plan and budget beyond a single fiscal year. Proponents of the cap point out that villages sit on a substantial portion of CA and Villages combined cash reserves and that CA's size and scale enable it use money to deliver community benefit in a more cost-effective manner. Additionally, proponents highlight that CA invests vastly different amounts of money in the various villages and that the cap prevents funding disparities from growing exponentially over time.)1

Ms. Krabbe explained that the staff recommends temporary changes in the way the cap is calculated such as excluding COVID relief funds granted to the villages and a late influx of cash CA provided to the villages late in the last fiscal year. This would effectively increase the cap of most, if not all, villages. Ms. Krabbe pointed out these changes were endorsed by all ten village managers and also recommended the board continue the previous years' policy that any excess funds CA retained from villages that exceeded their cap be spent on environmental projects within the relevant village.

No board member voiced opposition to the recommended alterations to the cap; however, Mr. Klein questioned the policy of directing excess money into the villages it was recovered from. Mr. Klein observed that there could be more effective ways for CA to spend the recovered money on environmental projects if it wasn't limited to spending it within a specific village. He also pointed out that, if any village wanted to spend money on environmental projects within their borders, they could have invested that money in that manner themselves.

Stream Restoration

There was considerable discussion surrounding the Lake Elkhorn Stream Restoration project. 2

Initially, this topic was not on the board's agenda; however, at the start of the meeting, Brian England (Hickory Ridge) motioned to add it. CA President/CEO Lakey Boyd pointed out that there were at least two downsides to adding an item to the agenda at the last second. The first issue Ms. Boyd identified was that the CA staff only prepares itself to support discussions listed on the agenda ahead of time. The second issue is that the agenda is published ahead of time to inform Columbia residents about the board's activities and that by adding topics at the last second, the board would not be effectively communicating with the residents they serve. Despite the issues Ms. Boyd highlighted, the motion to amend the agenda passed with six board members in support (Mr. Greenberg, Mr. Klein, Mr. England, Ms. Thomas, Mr. Santos, Mr. Boulton), two against (Mr. Stack, Ms. Evans), and two abstaining (Ms. Zaret, Mr. Fitzgerald).

Later, during the Residents Speak Out portion of the work session, three residents spoke out in opposition to the project (Ms. Sharon Boise, Mr. Richard Bannister, and Ms. Dara Baker) and two residents spoke out in support (Mr. Robert Moynihan and Ms. Debra Wesner).

Speaking in opposition, Ms. Boise’s testimony inaccurately framed a state agency's clarifying questions about WSSI’s prospectus as rhetorical questions intended to cast doubt on the efficacy of the project. Ms. Boise also claimed that the heavy rain the night before had resulted in a blowout (a term referring to a failure in a stream bank) of the Harpers Choice Stream Restoration project completed in the last couple years. Mr. Dennis Mattey, CA's VP of Community Operations (which oversees Open Space) explained that there have been several water main breaks in Harpers Choice recently that washed large amounts of sediment into the local storm drains and implied that the sediment Ms. Boise was attributing to a blowout and failed stream restoration was instead the result of those water main breaks. Separately, Mr. Bannister questioned the CA staff's trustiworthness during his testimony. In response to the questioning of CA staff’s integrity, Ms. Boyd interjected and asked Mr. Greenberg to use his authority as Chair to invoke the civility principle (and presumably end Mr. Bannister’s testimony). Mr. Greenberg disregarded Ms. Boyd’s request and Mr. Bannister continued his testimony.

Speaking in support of the project, Mr. Moynihan highlighted his credentials as a civil engineer with experience in stormwater management and his participation in CA's Watershed Advisory Committee, explained why he supported the project based on his relevant experience, recommended that CA wait for the Maryland Department of the Environment and Army Corps of Engineers to complete their review before making any changes, and save input on specific design plans until the appropriate time.

Much later in the meeting, the board had a discussion on the stream restoration project. The discussion was marked by multiple board members expressing and/or demonstrating confusion on the issue. Mr. England highlighted new board members did not have the benefit of experience that long-serving board members have and expressed a belief that all board members should educate themselves on the issue. Mr. Boulton stated that he had "not made up his mind on any of this" and was looking to get more information. Ms. Thomas agreed with Mr. Boulton (It was not clear what issue Mr. Boulton or Ms. Thomas had not made up their minds on. Both Mr. Boulton and Ms. Thomas were on the CA board in January 2019 and participated in the unanimous vote to grant an easement to WSSI for the purposes of completing the stream restoration project. It was unclear if they had forgotten about that vote, had voted without fully understanding the topic, were considering revisiting, or rescinding that vote, were referring to some other potential decision, or a mix.).

Mr. Boulton also stated that the board was getting a large amount of contradictory information (Mr. Boulton did not specify the contradictory information he was receiving. CA's staff have publicly presented clear and consistent explanations of the project. A small number of residents have provided opposing viewpoints. If that is the contradictory information Mr. Boulton is referring to, it is unclear why he gives equal weight to the professional staff he employs and the laymen speaking in opposition.). Multiple people emphasized the importance of the board physically inspecting the areas in question. 3 Several comments indicated multiple board members desired to establish a subcommittee to address this topic. Ms. Evans highlighted that the board already had a Watershed Advisory Committee and that it had endorsed the project.

Throughout the conversation it was unclear what decision(s) board members think they need to make as they have already granted an easement that would allow WSSI to establish a stream bank and implement the stream restoration being discussed pending approval from the relevant state and federal agencies. There was no formal vote (the board never votes at work sessions) but the conversation seemed to indicate there would be a separate subcommittee established to address this issue.

Goals and Objectives for CA President/CEO

Ms. Boyd presented her recommended objectives for the next fiscal year. They were similar to the previous year's objectives. Her proposed four high-level goals were: Stewardship of Resources, Relevance as a Key Partner (re-establish CA as a progressive community organization and leader), Community engagement (increase direct engagement with community stakeholders), and Create the Next Normal in Operations. Ms. Boyd emphasized that it will be difficult to meet the goals established in the budget due to global trends (presumably inflation, supply chain issues, labor shortages, and other issues many organizations, individuals, and businesses are struggling with). The goals Ms. Boyd presented can be viewed in the work sessions packet here: https://www.columbiaassociation.org/wp-content/uploads/packet-agendas-231112-2.pdf

No board members expressed strong opposition to any of Ms. Boyd's presented goals though there were multiple comments:

Several board members asked about her plans to accomplish certain objectives.
Several board members expressed a desire for some issues (maintaining a relationship with the board, CA membership goals) to be explicitly articulated in Ms. Boyd's objectives. Ms. Boyd explained she thought those issues were, in fact included in her goals even though they weren't enumerated.
Mr. Klein asked a philosophical question about Ms. Boyd's thoughts regarding how she should be evaluated on objectives that can't be measured quantitatively. Ms. Boyd responded that she's not clear on how the board evaluates her, that there are three different documents describing her evaluation process, and that her previous year's evaluation didn't follow any of the documented processes. Ms. Boyd also committed to providing anecdotal evidence to substantiate her performance on objectives that aren’t quantifiable.
Mr. Stack expressed a concern that Ms. Boyd's goals might be too ambitious given the challenges CA is likely to face due to global economic conditions. Ms. Boyd agreed that it would be a challenge and expressed a hope that the CA board would keep those external challenges in mind when evaluating her performance.
Mr. Greenberg asked about the phrasing of her goal to re-establish CA as a progressive community organization and whether CA had ever ceased to be that. Ms. Boyd explained that a common theme expressed in the community was that CA was no longer a leader in that regard. This sparked a discussion among board members with Mr. Boulton expressing a belief that this was simply a branding shortfall where CA wasn't effectively communicating its actions while Mr. Santos and Mr. Klein disagreed and believed CA should increase tangible action in support of this goal. Despite the difference of opinion, they all seemed to agree with the goal itself.

CEO Praise

Several residents used the Residents Speak Out opportunity to praise Ms. Boyd's performance as CA President and CEO. Wilde Lake Highschool Principal Ms. Marcy Leonard, Columbia Community Care founder Ms. Erica Chavarria, Downtown Columbia Partnership Director Mr. Phillip Dodge, and The 3rd Founder Ms. Laura Bacon all spoke highly of Ms. Boyd. They passionately and favorably described Ms. Boyd’s success in increasing CA's engagement in the community, her personal participation in meaningful events, and her efforts to renew CA’s commitment to progressive values.

Following Mr. Dodge's testimony, Mr. Klein expressed curiosity at the sudden [and clearly coordinated] outpouring of support for Ms. Boyd. Mr. Dodge demurred with an awkward joke and dubiously claimed ignorance about coordination between the residents praising Ms. Boyd.

Ethics Policy

The potential revision to CA's ethics policy was a major discussion topic.

Early in the discussion, Ms. Boyd provided a summary of the relevant recent history:

The staff began developing a revised ethics policy in January of 2022
The first draft of the policy was provided to the board in late March
The staff received minimal substantive feedback on that draft
Despite the minimal input, the board declined to approve the draft policy in April
The board had provided only four comments since the board declined to approve the policy in April

Ms. Boyd asked the board to provide clear recommendations on the draft or approve it.

Notably, the board's discussion made clear that they did not have a common understanding on the scope of the draft policy and who the draft ethics policy was intended to apply to (board members, senior leadership, all CA staff etc.). It was not clear how or why such a large amount of the community's resources (in the form of the time and effort of the staff) was spent on the draft ethics policy effort without first reaching a common understanding of these fundamental issues.

Several board members (Mr. Klein, Mr. Fitzgerald, Mr. Greenberg) asked for the staff to provide a succinct summary of the important differences between the current ethics policy and the draft ethics policy. Ms. Boyd declined to provide a summary during the work session but referenced twenty bullet points that provided the desired explanation. Ms. Boyd's reference to the bullet points implied that they were available to the board members prior to the meeting.

Ultimately, a majority of the board chose to establish a subcommittee to draft an entirely new ethics policy. Mr. Boulton was the most vocal proponent of creating a new subcommittee but, due to the informal nature of the vote, it was unclear where each board member stood on the decision. Ms. Boyd encouraged the board to finalize the new ethics policy in a timely manner noting that CA "reported out the revision process to insurance, audit committee, and external auditor [and that it was important for CA to follow through on those commitments]." Mr. Klein asked about the practical impact of maintaining the current ethics policy to which Ms. Boyd explained that the current policy has caused issues with insurance renewal and CA's external audit. Mr. Klein followed up by asking how the staff's draft overcame the perceived shortcomings. Ms. Boyd summarized the proposed changes as strengthening the procedures for ethics violations and providing clarity to how CA's ethics enforcement policy aligns with CA's Charter.

Notably absent from the entire conversation were any substantive comments or criticisms on the content of the draft ethics policy that the staff created and has been available to the board to review for several months. It is unclear what improvements the board members who supported re-writing a new ethics policy on their own hoped to make over the draft provided by staff.

Lack of Board Confidence in Staff and Committees

Throughout the meeting, multiple (but not all) members of the CA board demonstrated a lack of confidence in the advice and input the CA staff and/or advisory committees provide. Examples included:

The board's apparent decision to establish multiple new subcommittees to redo work already completed by the staff or an advisory committee
Disregarding multiple pieces of advice from CA's CEO/President
Multiple instances of board members disregarding or not taking the time to familiarize themselves with written material provided by the staff ahead of time

Other Topics

The board provided various input on "Spotlight on Columbia" which is a staff-prepared document summarizing land development in the area.
Mr. England recommended the board consider creating an Open Space Committee
Mr. Boulton asked the staff to consider if CA can do anything to help the Ukrainian refugee family in Columbia
Mr. Klein recommended CA staff look at Reston's website for ideas. 4 He complimented Reston's website for its focus on community while criticizing CA's website focus on gym memberships.
The board briefly discussed discrepancies in various policies that have accrued over CA's lifetime and the role of a subcommittee that was working to deconflict the policies
During Residents Speak Out, Mr. Joel Herwitz spoke out about a development issue. His exact concern was unclear and may have been focused on Mr. Santos' previous position as a member of the Howard County Planning Board
All board members attended the meeting in person – possibly for the first time since the start of the pandemic.

Footnotes

1 The author of this post serves as a member of the Owen Brown Board of Directors. In that role, he has opposed proposals to eliminate the cap on village cash reserves until the disparities in CA’s village investment is corrected.

2 The author of this post has spoken in support of the Lake Elkhorn Stream Restoration project.

3 About a week after the meeting on June 15th, most board members did participate in a physical tour of the Lake Elkhorn watershed.

4 Reston, VA is a comparable community with Columbia founded around the same time as part of the Garden City movement.

About the author: This board recap was provided by Columbia resident Michael Golibersuch. Mr. Golibersuch believes increased awareness of CA Board Meetings can benefit the community and supports The Merriweather Post’s efforts to fill a local news void. His participation in this effort does not indicate he agrees with all opinions expressed in The Merriweather Post.

Jeremy's Note: This is citizen journalism. A group of residents are volunteering to recap Columbia Association meetings to help inform the community about CA. If you would like to volunteer to write a recap of a future CA board meeting, please e-mail me at themerriweatherpost@gmail.com.

Note: This articled was updated on 12/12/22 to note that Mr. Bannister questioned CA staff's trustworthiness The original version stated that Mr. Bannister questioned CA staff's honesty.