CA Board 8 December Meeting Recap: Exasperated and Dysfunctional

The CA Board of directors held their monthly meeting on Thursday December 8th. The meeting was focused almost entirely on the budget but was noteworthy for an extremely long segment of testimony from residents, a tremendous display of disorganization and confusion by multiple board members, a significant conflict over the board’s compliance with its conflict-of-interest policy, boiling tensions between board members, and a general sense of exasperation.

Residents Speak out

The meeting started with approximately two hours of “Residents Speak Out” with testimony from over twenty Columbia residents. All residents spoke about one of the following topics:

• Residents speaking favorably of CA CEO and President, Lakey Boyd, and/or asking the board to clarify her job security (See Perspective on Leadership Conflict at Columbia Association, November 27, 2022; The Outpouring of Community Support for Columbia Association President/CEO Lakey Boyd, November 14, 2022; How Poor Judgement, Ego, and Miscommunication Have Led the CA Board to Consider Firing CA President, October 31, 2022.

• Residents speaking in general terms about board operations and providing advice to the board of directors

• Opposition to the Lake Elkhorn Stream Restoration project from the same small group of passionate residents (with one new addition) who have been speaking at virtually every meeting for several months

• Residents requesting CA provide a grant to one of three local organizations: Inner Arbor Trust (IAT), Community Foundation of Howard County, and Columbia Festival of the Arts. Of note, people speaking in favor of grant money for IAT included county councilwoman Deb Jung and state delegate Jen Terrasa.

• One resident requesting the board change the name of the Senior Advisory Committee to the Aging Well in Place Advocacy Committee (although not discussed in detail below, this topic was on the agenda and was tabled after some confusion)

Budget

Following a short intermission after the Residents Speak Out portion, the board began to discuss next year’s budget. The board exhibited a massive amount of confusion – primarily driven by Chair Eric Greenberg (River Hill), Vice Chair Ginny Thomas (Oakland Mills), and Shari Zaret (Kings Contrivance) – about where they were in the budget process, what steps had already been taken in the budget process, what decisions they needed to make during this meeting, and what the overall methodology for building the budget should be.

For context, the CA Board discussed and approved their budget development process at the 28 July meeting (see CA Board Meeting Recap: 7.28.2022). That process has been posted on CA’s website ever since and can be viewed here. In summary, process calls for the board to provide guidance over the course of several meetings that the staff uses to iteratively create a series of budgets with increasing levels of detail. Specifically, the process calls for the board to make three decisions each separated by at least two months and several meetings:

1. Identify their priorities and strategic guidance for the budget

2. Define the major parameters of the budget: the rate and cap on the annual charge (i.e. whether CA would raise resident’s HOA fees), the total allocation for capital spending (but not yet decide which capital projects to fund), and the total allocation for operational spending (but not yet define operational spending with more granularity)

3. Approve the final budget

The process included multiple surveys to gather community input and several meetings for the board to discuss their upcoming decisions in detail. During previous meetings, the board provided strategic guidance to the CA staff that their priority was to return to the pre-pandemic status quo. The 8 December meeting has always been the meeting at which the board was to supposed finalize the major parameters of the budget. Using those parameters, community feedback, and the board’s strategic guidance, the staff is supposed to develop a more detailed draft budget for consideration by the board at future meetings before finalizing it in February.

Even though the process was approved by the CA Board, multiple board members – especially Mr. Greenberg, Ms. Thomas, and Ms. Zaret – repeatedly demonstrated ignorance of (or confusion about) the board-approved process. They repeatedly discussed or inquired about the status of specific budget items (instead of the major budget parameters), repeatedly mixed conversations about capital and operational budgets, questioned whether the community had already had an opportunity to provide input, did not seem to understand why it is important to establish the major budget parameters, and appeared to be unaware that the staff had used the board’s strategic guidance to return to the pre-pandemic status quo and had incorporated community feedback when developing the current version of the draft budget. Throughout the discussion, multiple board members seemed caught off guard and spoke as if this was the first time they had an opportunity to discuss the budget and identify priorities. Many board members did not seem to understand that the past several meetings were intended to prepare them to make the decisions they needed to make at the 8 December meeting.

At least two board members did demonstrate a clear understanding the budget process. Andy Stack (Owen Brown) attempted to patiently explain the concept of establishing the major parameters of the budget and why it was important. Bill Santos (Wilde Lake) expressed exasperation as to why other board members were only now brining up guidance they thought was critical to the budget when that guidance should have been provided over the last several months.

Ultimately, the board unanimously approved each of the major budget parameters in three separate unanimous votes; approving staff recommendations to keep the rate and cap of the annual charge at 0.68 cents and 3.5%, a capital budget of $11M, and the staff recommended framework for the operational budget. However, due to the confusion, completing those votes took almost two hours. 1

Grants

As part of the budget discussion, the board considered whether to provide grants to IAT and Community Foundation of Howard County.

There was significant deliberation about CA’s general process for providing grants. Some board members – Janet Evans (Long Reach) – in particular, favored establishing a pool of grant money for the purposes of the budget but not allocating that grant money until CA established a process for evaluating grant applications. Of note, during residents speak out, a representative from Columbia Festival of the Arts highlighted that CA did not have an impartial rubric for evaluating grant applicants and was clearly concerned that other local causes were being considered while his organization was not. Separately, there was confusion regarding CA’s grant policy and what it covers.

During discussions, Mr. Stack pointed out that, while IAT was a worthwhile cause, making a grant to it meant taking money out of the budget somewhere else. At Mr. Stack’s suggestion the board eventually voted to direct the staff to develop several options which provide various grant amounts to IAT while clearly illustrating the tradeoffs elsewhere in the budget. The board approved this course of action 9 – 1 with Alan Klein (Harper’s Choice) opposing. Mr. Klein had previously explained that, since IAT was purposefully established to operate independently of CA, he opposed funding it. Mr. Klein also expressed a desire for CA to take control of Symphony Woods back from IAT.

Notably, while speaking in favor of providing the grant to IAT, Lin Eagan (Town Center) spoke in the first person “we” when describing the positive things IAT had done for the community. CA CFO and VP Susan Krabbe quickly pointed out that it was inappropriate for a CA Board member speak in those terms as it presented the appearance of a conflict of interest with another organization that is requesting funding from CA.

Following less discussion, a motion to provide Community Foundation of Howard County their requested grant, failed with Ms. Thomas, Ms. Zaret, Dick Boulton (Dorsey Search), Brian England (Hickory Ridge), and Ms. Eagan supporting and Mr. Stack, Mr. Santos, Ms. Evans, Mr. Greenberg, and Mr. Klein opposing.

Audit Committee Report and Conflict

After around four hours of conversation, the board discussed two recommendations from their Audit Committee. 2

The first recommendation was to hire a new audit company: SB & Company LLP. The board approved this recommendation unanimously.

The second recommendation was extremely controversial: approval of CA’s tax return for the previous fiscal year. The controversy had nothing to do with the facts, figures, or numbers included on the form which everyone agreed were accurate. Instead, the controversy was caused by staff’s decision to answer negatively to a question on the form that asked whether CA had regularly complied with its conflict-of-interest policies.

Several board members clearly disagreed with the staff’s belief that CA was noncompliant with its conflict-of-interest policies. Those board members floated the idea of having a closed session or sending the form back to the audit committee for reconsideration. Both these ideas were rejected. Ms. Boyd was emphatic that there was no decision the board could make that would result in the staff changing that portion of the tax return; she emphasized that she and Susan Krabbe (CA’s VP and CFO) – and not the board – had to sign the form.

The specific rationale the staff had for stating that CA was not following its conflict-of-interest policies was not clear – nor was board members’ disagreement with the staff. Mr. Greenberg did reference a memo from CA General Counsel Wes Aniton that seemingly addressed staff’s rationale for their decision. Although the exact cause for disagreement was unclear, one possibility is that some CA board members – who also serve on the board of IAT – have not been following the conflict of interest policies regarding their duality of interests.

Ultimately the board narrowly voted against approving the tax return form with Mr. Santos, Mr. Stack, Ms. Evans, and Mr. England voting in favor; Ms. Eagan abstaining; and Mr. Boulton, Ms. Thomas, Ms. Zaret, Mr. Klein, and Mr. Greenberg opposing its approval. The vote appears to be symbolic as the staff clarified that board approval of the IRS form 990 was not a regulatory requirement; so regardless of the vote, the staff will submit the tax return.

Tabled Topics

Due to the length of the meeting, Mr. Greenberg tabled discussions about CA’s second quarter financial statements, metrics regarding the performance of CA, and a year-in-review prepared for Ms. Boyd highlighting CA’s success over the calendar year. These tabled items are prepared by the staff in great detail to enable the board to provide oversight of the organization at the appropriate level. The board’s decision not to review them demonstrates a failure on the board to provide that oversight.

Despite tabling these topics, Mr. Santos interjected to state that the quarterly reports show that CA is doing very well and that staff deserves recognition for their performance.

Chair’s Remarks

Tensions boiled over at the end of the meeting.

Chair Greenberg hurriedly used his remarks at the end of the evening to welcome Ms. Eagan back to the board 3, appoint Ms. Eagan as the Liaison and Crossover Director to IAT, and appoint himself to fill a vacancy on the Audit Committee. Ms. Evans questioned why the appointment to the Audit Committee was being made without discussion but was ignored with Ms. Thomas speaking over her and making a motion to adjourn. 4 Ms. Evans refused to be ignored and loudly voiced frustration with Mr. Greenberg saying that he repeatedly ignores issues he doesn’t want to deal with, that the procedures he is using are “crap,” and that some members of the board are discussing board business in small groups without public awareness and without including all board members. Ms. Zaret responded, apparently in support of Mr. Greenberg, questioning Ms. Evans’ motives and claiming that Ms. Evans is only self-interested. The exchange highlighted animosity amongst board members.

By this time, the alarms in CA’s headquarters had gone off several times because the meeting had extended into late night. This helped create a generally chaotic atmosphere at the end of the meeting.

In the commotion, Mr. Greenberg quickly adjourned the meeting while Mr. Aniton asked for clarity on whether the Audit Committee appointment had truly been made without discussion. Mr. Greenberg affirmed his decision and the General Counsel responded, “Wow.”

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. His participation in this effort does not indicate he agrees with all opinions expressed in The Merriweather Post.

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1 Those two hours included the discussion around grants. This article lists the grants as a separate topic for clarity.

2 The Audit Committee assists the board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, and the audit process. In recent meetings, it included two board members – Mr. Stack and Mr. Santos – as well as two members of the community.

3 The Town Center Village Board appointed Lin Eagan to fill the vacancy left when Kevin Fitzgerald resigned his position as CA representative for Town Center.

4 The CA Board Chair has the authority to make committee appointments; however, the chair typically opens appointments up to discussion, accepts nominations, and appoints people to those positions based on board consensus. Further, Mr. Greenberg had just been pushing for the tax return to be sent back for further reviewed by the audit committee.