CA's Leadership Conflict, Summarized

CA’s Board of Directors and CA’s CEO and President, Ms. Lakey Boyd, are embroiled in a conflict that appears likely to result in Ms. Boyd leaving the organization and the subsequent risk of legal action. While this conflict has been developing for several months, it has spilled into the open recently leaving many people wondering about the root cause of the conflict.

This article summarizes the conflict and is intended to help understanding for people just recently learning about it. The article describes the root cause and key inflection points in the conflict and provides commentary on the different positions. This article omits details and nuance in favor of brevity.

Root Cause of Conflict

The underlying cause of the conflict is a disagreement on the roles of – and relationship between - the CA Board and the CA President. The most generous interpretations of the side of each conflict are:

• The majority of current board members believe their positions entitle them to direct CA operations and that the CEO should be deferential to individual board members (as opposed to providing guidance by board consensus). They believe Ms. Boyd is inappropriately inhibiting their due authority to direct CA.

• On the other hand, Ms. Boyd and a minority of the current board, believe the CA CEO should be empowered to fulfill CA’s mission and that the board’s positions imbue them with a responsibility to provide clear, consistent, strategic guidance as a unified body. They believe the majority of the board’s behavior creates a chaotic environment that inhibits CA’s ability to function smoothly and serve the community.

Importantly, neither point of view disputes the board’s ultimate authority over CA and the CEO – just the role the board should play within the corporation’s leadership framework.

Resulting Tension

The differing perceptions on the roles of – and relationship between – the CA Board and CEO has led to tension in several ways. The majority of board members have been frustrated because:

• A perception that Ms. Boyd is not appropriately building positive relationships with board members. For example, multiple board members (including at least Dick Boulton and Brian England) have chafed because Ms. Boyd declined invitations to meet privately with them.

• A perception that Ms. Boyd does not respond rapidly enough to each request for information and/or a perception that Ms. Boyd is withholding information from the board. For example, some board members want Ms. Boyd and CA staff to respond to each individual board member’s request for information regardless of whether the majority of the board believes the information is relevant to a decision they need to make.

• A belief that CA staff should keep individual board members appraised and consulted on items of personal interest. For example, individual board members may have personal interest (i.e. not representative of board consensus) in the status of a specific contract negotiation or a single tot lot in their village. Those board members believe these are simple requests that do not create an undue burden on staff.

Meanwhile, Ms. Boyd and a minority of board members are frustrated because:

• A perception that board members inappropriately attempt to micromanage Ms. Boyd and CA’s staff thus interfering in their ability to serve the community. For example, answering questions from ten individuals, regardless of whether the interest in the answers is not shared by a majority of the board, is a time-consuming distraction.

• The board is myopically focused on tactical rather than strategic issues. For example, during budget discussions, board members demanded to know the status of single low-cost capital projects instead of the overall capital projects budget.

• The board is not speaking with one voice to provide clear and consistent guidance.

There is also a general lack of trust between all parties. Failure to effectively communicate and assumptions that other parties are not acting in good faith have caused this lack of trust to snowball and build over time.

What the Conflict is Not

Importantly, the conflict is not driven by Ms. Boyd’s effectiveness in leading the corporation, the strategic direction of CA, or unethical behavior on behalf of Ms. Boyd.

The board, even those forcing Ms. Boyd out, have not questioned her effectiveness leading the corporation. Under Ms. Boyd’s leadership, CA has navigated the end of the pandemic, reenergized the Lakefront Live Headline Event concert series, completed the final phase of stabilization below Wilde Lake Dam, hosted numerous community activities, received over $4 million in Employee Retention Tax Credit funding, revitalized the much loved speaker series “Change in Columbia,” held 15 environmentally-focused community events involving nearly 600 participants, opened all 23 outdoor pools, and received an unqualified "clean" independent audit of CA’s FY 2022 financial statements (for more detail, see page 92- 99 of the December meeting packet). No board member has criticized Ms. Boyd’s leadership of the organization.

Similarly, the conflict isn’t driven by a conflict over any strategic or operational decision. At no time has the board, through a vote of the majority of the board of directors, issued direction for CA that Ms. Boyd has refused to comply with.

Additionally, multiple board members have confirmed that Ms. Boyd is not the subject of any undisclosed ethics investigations.

Finally, many residents have projected some of their own concerns with CA onto the conflict with two notable examples: (1) - concerns regarding CA’s commitment to diversity and inclusion and (2) - CA’s stance on local development. While the conflict is likely inhibiting the board’s ability to provide strategic guidance on these issues and Ms. Boyd has prioritized CA efforts to reach underrepresented parts of the community (which, arguably, the CA board underappreciates), resident’s - both supportive of and opposed to Ms. Boyd - are inaccurately identifying these issues as root causes of the conflict. The CA board of directors has not had a meaningful discussion about either of these issues in the current fiscal year (see "costs" below).

The Conflict's Cost to the Community

The conflict costs Columbia money, time and resources. Through the end of November, the CA Board had paid $42,000 of community money to outside counsel for legal support in their conflict with Ms. Boyd; this amount has almost certainly grown since then and will continue to increase until the conflict is resolved.

To terminate Ms. Boyd’s employment, the board will need to fire her with or without cause. If they fire her without cause, Ms. Boyd will be owed a severance package that is likely to amount to at least $500,000. If they terminate her employment with cause, it seems likely that Ms. Boyd will sue CA for breach of contract. At a minimum, this would cost the community money in the form of additional legal fees to represent CA in the conflict. A settlement or a legal victory by Ms. Boyd, would cost the community even more.

Additionally, the conflict is inflicting an opportunity cost on the community. The board has been almost entirely consumed by its conflict with Ms. Boyd. Over the last fiscal year, the board hasn’t held a single future-oriented discussion about a strategic decision that could result in improved quality of life for residents. Many residents want CA to address issues ranging from the County's General Plan (which will impact development), to the persistent lack of diversity on the CA Board, to pool management and financials. The conflict distracts from CA's ability to address those and other issues.

Secondary Issues

The underlying conflict regarding roles and responsibilities has spilled over into other disputes including the board of directors’ ethics policy, CA’s policy for casting votes in village elections, the settlement of the lawsuit related to Symphony of Lights, and the Lake Elkhorn Stream Restoration project. These issues are not the cause - but are instead all downstream - of the core conflict. That underlying disagreement has led CA leadership to wage proxy battles across multiple issues often resulting in mountains being made out of molehills and interfering with CA’s ability to move past honest mistakes and good faith disagreements. Any party demanding contrition or resolution on these secondary issues as a precondition for improving relationship is not attempting to improve the relationship in good faith. For the public, it is not necessary to understand the details of these secondary issues to understand the overarching conflict.

Notable Moments in Relationship

There have been a small number of notable points relative to Ms. Boyd and the CA Board:

• Previous President’s Departure: The previous CA President and CEO announced his departure from CA towards the end of calendar year 2020. At the time it was widely speculated that the difficulty of working with the board of directors was a contributing factor to the previous CEO’s decision to leave. The CA board hired an executive talent search firm to conduct a nationwide search for a new CEO.

• Hiring Ms. Boyd: The executive talent search firm provided the 15 best resumes to the CA Board of Directors for their consideration. The board evaluated the resumes and selected five candidates to interview. As a result of those interviews, Ms. Boyd was hired (unanimously, according to some board members), relocated her family from Alabama, and began her employment in May of 2021.

• Symphony of Lights Settlement: Prior to Ms. Boyd’s hiring, CA initiated legal action against Merriweather Post Pavilion to settle a conflict related to the Symphony of Lights and easements in Symphony Woods (owned by CA). The lawsuit was controversial in the community and consumed much of the board’s attention. Early in Ms. Boyd’s tenure, the board decided to settle the lawsuit (reportedly on favorable terms for CA) and CA’s staff executed as directed by the board. Multiple board members believed Ms. Boyd inappropriately inhibited them from reviewing the settlement after it was finalized and accused Ms. Boyd of lying about the inclusion of a confidentiality clause in the settlement. Ms. Boyd has described her actions as intended to prudently protect the organization from releasing confidential information. Importantly, the board has reviewed the settlement and everyone agrees that Ms. Boyd and the staff negotiated the settlement according to the terms defined by the board. The controversy over the settlement and the board’s accusation that Ms. Boyd lied to them was an inflection point that soured the relationship between many board members and Ms. Boyd.

• Election Leadup: In the lead up to the 2022 village elections, CA Staff took action that was perceived by some board members as attempting to influence the outcome of elections. Specifically, CA released (to The Merriweather Post) details of one board member's previous ethics violation and changed CA's longstanding practice of casting votes in village elections to help villages meet their quorum requirements. These actions damaged the trust between board members and staff. Meanwhile, the board defended a blatant ethical violation and disregarded staff's advice that accommodating the ethical violation could negatively impact the organization. The board's actions demonstrates a view they should not be held accountable for misbehavior if that accountability threatens their position.

• Board Elections: In Spring of 2022, there was substantial change in the composition of the board of directors. Specifically, the change in board members from Harper’s Choice and Hickory Ridge seemingly tipped the balance on the board against Ms. Boyd (Wilde Lake also changed representatives but both the former and current representative support Ms. Boyd). Since the new board was seated in May, board meetings have been observably more dysfunctional and contentious.

• Public Awareness: In late October 2022, after months of building tension, Ms. Boyd asked the board about her job security in a public meeting. The board refused to give her or the public a straight answer at the meeting and for several months afterwards. Ms. Boyd’s public question significantly raised awareness of the conflict as several professional media outlets began covering the story. Many residents began advocating on behalf of Ms. Boyd.

• Boiling Tensions: In December 2022, tensions amongst the board and between the board and Ms. Boyd reached a new level. The exact cause appears to have occurred in series of closed meetings about the conflict. As a result of those closed meetings, the board issued a press release that, despite months of public evidence, dismissed the conflict between them and Ms. Boyd as “rumors” and stated they have presented Ms. Boyd with a “plan” to improve the relationship. Three board members have disputed the accuracy of the press release. Less than a week later, Ms. Boyd issued a statement saying that the plan given to her would prevent her from fulfilling her contractual duties and asked to be transitioned out of CA.

• Audit Committee Report: CA’s Audit Committee - which assists the board by providing an objective review of CA’s financials, ethics, and governance activities - presented a report to the CA Board at the board’s January 2023 work session. The report included several recommendations to the board regarding avoiding conflicts of interest and ensuring the board members do not serve as their own judge and jury in ethics investigations. Many of the recommendations seemed like common sense but were treated as revelatory to many board members. Mr. James Young - the chair of the Audit Committee who presented the report - commented that the current board was the most dysfunctional he has seen CA’s board in over ten years. Importantly, the CA’s Audit Committee recommended outside mediation to help resolve the conflict and facilitate better cooperation; however, a board member revealed that a motion to initiate mediation during a previous closed session was defeated by a majority of the board.

Commentary

Generally accepted best practices for a corporate board (non-profit or otherwise) is for the board to dictate strategic guidance while empowering the executive leadership of the staff to manage operations. Hiring and retaining effective leadership for the organization is also a key responsibility of the board of directors. There is nothing unique about CA that makes these best practices inapplicable.

It's also common sense that one person cannot have ten different bosses. Trying to respond to the disparate requests and directions of ten individuals would consume an inordinate amount of Ms. Boyd’s time, place the burden of reconciling conflicting board views on Ms. Boyd, and interfere with (if not make impossible) her responsibility to lead a corporation with several hundred full time employees, oversee an annual revenue stream of over $70M, and be the public face of CA.

Multiple board members frequently act as if their position is an entitlement rather than a responsibility. They attempt to use their positions to pursue pet projects rather than identifying the most significant issues facing the entire community. Among other issues, board members come to meetings unprepared (without having familiarize themselves with the detailed information the staff provides ahead of time), myopically focus on minor issues while ignoring strategic ones, attempt to micromanage staff, approach decisions in an undisciplined manner, place little-to-no emphasis on speaking clearly and consistently with one voice, deflect responsibility when confronted over contentious decisions, and attempt to alter the organization's ethics and governance policies to accommodate their misbehavior. There are a minority of board members who consistently demonstrate an understanding that their positions come with limitations and that they can most effectively serve the community by seeking consensus through disciplined deliberation.

The board’s dysfunction is not new. To varying degrees, this has been ongoing for several years. Much of the reason it is now gaining more attention is that the board hired a CEO who is assertively trying to improve upon the dysfunction rather than accepting it as an inherent part of our community. The acute problem could be resolved by following the Audit Committee’s recommendation to enter mediation with a third party. The endemic problem of board dysfunction could be mitigated with thoughtful reforms to CA’s government but change is unlikely without substantial turnover in board membership or a massive change in behavior by multiple board members first.

Ms. Boyd is on the correct side of the root conflict concerning the board’s proper role and responsibilities. She also shares some responsibility for maintaining a positive working relationship with the board and it seems probably that Ms. Boyd has taken some actions that have unnecessarily alienated board members and contributed to a lack of trust. Ms. Boyd is succeeding at the major objectives the board identified when they hired her and the many positive things she is doing for the community outweigh any plausible shortcomings.

Laying blame at any party's feet does not help the community. Instead, CA's leaders should concentrate on determining the best way forward for the community. It is critical that board members appropriately weigh the positive impact Ms. Boyd has had on the community against any difficulty they've personally had in interacting with her. Recent statements indicate both the majority of the board and Ms. Boyd are entrenching themselves and preparing for legal battles that will cost the community money and damage trust. The Audit Committee's recommendation to seek mediation to help resolve the differences and restore trust would be less costly than legal battles. It would benefit the community if all parties to accept mediation without undue preconditions.

The inability of CA's leadership to resolve these issues amicably without legal challenges hurts the community and Ms. Boyd's departure will deprive our community of a great leader and asset.

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.