This year, I would like to cover Columbia Association Board of Director meetings by posting meeting recaps (like this one) of meetings shortly after each meeting occurs. I hope this will help to highlight the important work that the CA Board does for the betterment of Columbia, inform Columbia residents, encourage community discussion, and hopefully increase participation in CA affairs. However, recapping the ~20 scheduled meetings for this upcoming year is too large of an undertaking for me to take on by myself, so I am hoping to recruit other community members to volunteer so a group of us can take turns writing recaps of all future meetings. If you are interested, please e-mail me at firstname.lastname@example.org and we can an coordinate from there. Here is the recap of the first meeting of FY23.
MAY 12, 2022 Board of Directors Meeting Recap
Watch meeting on YouTube
Board Members In-Person: Alan Klein (Harper's Choice), Kevin Fitzgerald (Town Center), Shari Zaret (Kings Contrivance), Andy Stack (Owen Brown), Ginny Thomas (Oakland Mills), Eric Greenberg (River Hill), Janet Evans (Long Reach)
Via Video: Dick Boulton (Dorsey's Search), Brian England (Hickory Ridge) , Bill Santos (Wilde Lake, joins late an hour into the meeting)
CA Staff: Lakey Boyd (President/CEO), Susan Krabbe (Sr. VP), Michael Wes Aniton (General Counsel), Dan Burns (VP - Community Programs), Dennis Mattey (VP - Community Operations)
Note: The first meeting of the CA Board of Directors each fiscal year is actual 3 meetings in one. First is the Annual Meeting of the Members of the Columbia Association (where members elect themselves to the CA Board of Directors), then is the organizational meeting of the Columbia Association Board of Directors (where chair/vice chair and committee members are selected) and finally is a meeting of the Columbia Council (which doesn't do anything aside from this one brief meeting each year).
Meeting #1: Annual Meeting of the Members of the Columbia Association
1. Resident Speakout:
Deborah Lattimer (Moms Demand Action for Gun Sense in America) spoke about organization to end gun violence. National Gun Violence Awareness Day is June 3 - Wear Orange to raise awareness of gun violence.
Russel Swatek reminded Board that CA staff works for Board and discussed release of agreement re: Symphony of Lights.
2. Formally elected the Columbia Council representatives - Stack, England, Santos, Zaret, Evans, Greenberg, Thomas, Fitzgerald, Boulton, & Klein - to CA Board of Directors for FY23.
3. First meeting adjourns
Intermission to Sign Ethics Policies and Conduct Agreements
Intermission to allow those members present in person to sign ethics paperwork. Takes ~10 minutes as video shows the boardmembers there in person signing multiple forms. It is noted that Dick Boulton (who is remote) has not signed the paperwork. CA General Council Wes Aniton states for the record that the Board approved a policy on Sept 23, 2021 that any boardmember who fails to sign the CA ethics policies may not vote or attend closed meetings. Dick Boulton states that CA governing documents prohibit boardmembers from being denied a vote and that the Sept 23 policy is invalid and he intends to vote tonight. Janet Evans states that those boardmembers unable to be at this meeting in person made arrangements to sign paperwork before the meeting and that policies apply across the board and not only when it is convenient. Evans notes hypocrisy/double-standard referencing past actions when boardmembers hid behind policy. Ginny Thomas suggests that board move forward with the meeting and they can't stop Dick from voicing his vote. Meeting moves forward with no clear resolution.
Jeremy's Notes: It is unclear from the discussion if Dick Boulton is refusing to sign the forms or if intends to sign them, but just hadn't done so yet. Also note that there are currently multiple ethics-related forms that board-members sign that lay out the ethics policies and code of conduct responsibilities. Throughout April, the CA board had been in process of reviewing, updating and condensing the ethics policies, but that process has been not yet been completed (The CA board opted against voting to adopt a new policy during the final meeting of FY22, with many members stating more time was needed), so this new board was signing the existing documents. Among the new provisions in the draft ethics policy is a clause (I'll refer to this as the "Alan Klein rule") that if a CA employee or Board member is terminated or removed, as a result of substantiated unethical or inappropriate business conduct, they shall be permanently banned from working for, or serving on behalf of CA. It will be interesting to see what the newly seated board does when they get back to the ethics policy given Klein has just been reseated on the board.
Meeting #2 Organizational Meeting of the Columbia Association Board of Directors
1. Election of Chair and Vice-Chair. Shari Zaret nominates Eric Greenberg. Janet Evans nominates Andy Stack. Greenberg states that he has learned a lot from 6 months on the board and he wants to send a message of unity and working for all of Columbia. Stack states that he sent an email about what he expects next chair to do - improve relations amongst boardmembers and villages and lessen the burden on chair by giving vice-chair more responsibilities. Stack points to lack of procedures in the past and board should follow procedures to improve focus and productivity.
Votes take place through secret ballot. Results: Eric Greenberg elected Chair.
Fitzgerald nominates Ginny Thomas to be vice-chair. No other nominees. Motion passes that Thomas is vice-chair.
2. Appointment to Committee.
Parliamentarian: Discussion whether a parliamentarian should be appointed. Decision is tabled.
Audit Committee: Audit committee oversees financial review and internal controls. Andy Stack (reappointed), Kevin Fitzgerald, and Bill Santos are assigned to be the 3 Boardmembers on the Audit Committee.
Risk Management: Risk management committee administers general liability self-insurance program and trust fund that handles first $1 million of injury or damage to individuals who are not CA employees. Committee handles extremely sensitive personal information. Made up of CEO/President, CA Sr. VP, external expert, and 3 Board members. Dick Boulton, Janet Evans, and Alan Klein volunteer.
Susan Krabbe Statement (1:12:20): Asks CA Board not to select Alan Klein to be a member of risk management committee given access to sensitive information on community members and CA employees and expectation that all members conduct themselves in accordance with ethics policies. Says Klein should not be apart of the committee because of his non-transparent, unauthorized, and hidden refusal to conduct himself with those policies.
Alan Klein states that he never refused to conduct himself with those policies and that he never didn't conduct himself with those policies. He just refused to sign a statement saying that he would. Those are two separate things per Klein. Both Dick Boulton and Brian England then vouched for Alan's character, trustworthiness and ethical conduct. Ginny Thomas says they are pre-supposing future actions that haven't occurred yet. Eric Greenberg notes that there are 3 volunteers and 3 positions. Janet Evans states that chair needs to look out for the organization and that Sr. VP is noting a concern that chair needs to consider. Andy Stacks notes that this is ultimately the chairs decision to appoint members to these committees and that the chair makes the final decision.
Greenberg calls the vote to appoint Klein, Evans, and Boulton to Risk management committee. England, Fitzgerald, Klein, Boulton, Thomas, Greenberg vote yes. Santos, Zaret abstain. Stack, Evans vote no. Janet Evans, Alan Klein, and Dick Boulton are appointed to the risk management committee.
Inner Arbor Trust (IAT) Committee. Committee that oversees programming in Merriweather Park in Symphony Woods and easement agreement between CA/IAT. Kevin Fitzgerald and Dick Boulton are assigned to the IAT committee.
Board Member Liaisons to Advisory Committees: The Following individuals volunteered to be the board liaisons to advisory committees. Climate Change (Ginny Thomas), Arts Center (Janet Evans), Watershed (Shari Zaret), Multicultural (Alan Klein), Millennial (Bill Santos), Senior (Ginny Thomas), Teen and Middle School (Eric Greenberg). Other CA boardmembers welcome to attend advisory committee meetings.
3. Resolution to reappoint officers of Columbia Association: Lakey Boyd, President/CEO. Susan Krabbe, Vice President and Secretary. Mary Lynn Schwartz, Treasurer. Don Van Deusen, Assistant Secretary. Approved.
4. Calendar: Confirmed scheduled meetings for the year: May 12, May 26, June 9, June 23, July 14, July 28, Sept 8, Sept 22, Oct 13, Oct 27, Nov 10, Dec 8, Jan 12, Jan 26, Feb 8, Feb 23, Mar 9, Mar 23, April 13, April 27. Approved.
5. Adjourn. Chair makes closing statement that everybody is here for betterment of Columbia.
#3 Columbia Council Meeting
1. Approved agenda
2. Approved Last year's Columbia Council meeting minutes
3. Appointment of Chair and Vice-chair: Adopt resolution to make chair and vice-chair of CA Board of Directors as chair and vice-chair of Columbia Council. Approved.
Note: This final meeting takes about a minute to conduct.