Columbia Association Board of Directors Work Session Recap: July 14, 2022

The CA Board of Directors held a work session on July 14th. (Agenda | Packet | Video Recording) It covered multiple topics including the draft ethics policy, the CA president’s annual performance objectives, and easement requests from Howard Hughes Corporation. As a work session, the CA Board made no decisions during the meeting. Overall, the meeting demonstrated a collective lack of focus, awareness of the impact of their decisions, and discipline on behalf of the Board of Directors.

On multiple occasions throughout the meeting, CA President Lakey Boyd attempted to convey the amount of time and effort staff is spending on continually evolving Board requests diminishes the staff’s ability to accomplish other valuable tasks. The meeting also included several examples of staff’s efforts apparently going to waste – such as the staff’s effort to draft an ethics policy - due to the board disregarding the output of their efforts. At one point Janet Evans (Long Reach) highlighted the need for the board to clearly prioritize their requirements; overall however, the meeting did not demonstrate a collective board awareness of CA’s finite resources nor a practical understanding of the effort required to address the wide variety of the board’s requests. In particular, the discussion around the president’s performance objectives indicated that many members of the board take for granted the complexity of leading a multi-million dollar organization with hundreds of employees, dozens of facilities, a fleet of vehicles, and HOA responsibilities.

During multiple discussions – including the process for setting agendas, the ethics policy, the president’s goals and objectives, the Lake Elkhorn Stream Restoration - there was significant confusion on the approach the board was using to make progress. In many cases, it was clear that individual board members (or small groups) were attempting to develop solutions in isolation without thinking through how (or whether) their ideas would need to incorporate the professional advice of CA staff or be socialized with the entire board to reach a consensus.

These issues contributed to palpable tension between the CA President and some board members throughout the meeting. Ms. Boyd was visibly frustrated at multiple times including the discussions around her performance objectives, the development of the ethics policy, and the amendment of the agenda. During his closing remarks, Eric Greenberg (Board Chair and River Hill representative) acknowledged the communication shortfalls between the board and staff and committed to improve it.

Last Minute Agenda Change

For at least the third time this year, there was a motion to amend the meeting agenda at the last moment. Ginny Thomas (Oakland Mills) moved to remove the scheduled discussion regarding CA's Five-year Strategic Goals and replace it with a discussion about the President's annual Objectives. Following the motion, there was significant, and at times tense, discussion around the process for setting the agenda and differing accounts of the communication regarding the agenda leading up to the meeting. Janet Evans (Long Reach) emphasized the importance of sticking with published agendas pointing out that it keeps the public informed and facilitates public input on scheduled discussions; Ms. Evans believed it was a disservice to residents to alter agendas at the last moment. After over ten minutes of discussion on the agenda, Ms. Thomas' amendment was approved 5-3 with Andy Stack (Owen Brown), Bill Santos (Wilde Lake), and Ms. Evans voting in opposition.

Ethics Policy

Dick Boulton (Dorsey Search) provided an update on the draft ethics policy he was working on after the board previously declined to approve the draft policy prepared by CA's staff (For context see: June 9 recap).

Mr. Boulton said his draft contained "just about everything" that was in the staff's draft but did not identify specifics that may have been omitted. In previous meetings, Alan Klein (Harpers Choice) and Mr. Boulton expressed a desire to omit a clause from the policy that would prevent board members with previous ethics violations from serving on the board of directors. The status of that clause in Mr. Boulton's draft was unclear.

Mr. Boulton believed his version was a "tighter" document. He stated that it was now with the CA's general counsel to provide a legal review. Ms. Boyd pointed out that the ethics policy required more than just a legal review from the staff: the staff would also need to vet the draft against requirements associated with insurance, lenders, audit, and HR. Mr. Boulton did not acknowledge the importance of those requirements and it was unclear whether his draft was written with those requirements in mind.

During further conversation it became clear that Mr. Boulton's draft only consisted of what he referred to as a "code of conduct" that established standards of behavior for board members and that Mr. Stack was separately working on an "enforcement document" that addressed actions to take when a board member violated the code of conduct.

There was substantial confusion around the way forward with the ethics policy, when it would come up for a vote, whether it was a worthwhile use of staff's time to review the draft prior to receiving additional board comments, and how the various components (code of conduct vs. enforcement document) fit together. Although the informal nature of the conversation (this was a work session not a meeting with formal votes) made it unclear, the board seemed to commit to have a draft of both the code of conduct and enforcement document to staff by the first of August, which Ms. Boyd believed would provide sufficient time for the staff to review the documents prior to the September meeting.

President Goals & Objectives

Ms. Thomas proposed to walk the board through and solicit feedback on five recently developed annual performance objectives for Ms. Boyd. Ms. Evans asked Ms. Thomas how those goals were developed and whether Ms. Thomas and other board members had met independently of public CA Board meetings to discuss these proposed objectives. Ms. Thomas claimed she had discussed the topic with other board members but only when they bumped into each other by happenstance. Ms. Evans noted - and subsequent discussion made it clear - that some subset of board members had clearly done significant work on the proposed objectives in isolation.

Later, during conversations about the proposed objectives, Mr. Boulton stated that the goals were meant to be developed in a collaborative manner between the board and president. Ms. Boyd felt compelled to respond and share her belief that the process was anything but collaborative. To substantiate her view, Ms. Boyd reminded the board of the recent history of these discussions:

• Ms. Boyd provided her draft goals on June 3rd and there had been two meetings since then. Outside those meetings, she had received no communication regarding her goals

• At the June 9 work session, she presented her draft goals and received no substantive feedback that she could use to make alterations to her draft to meet board expectations

• At the June 23rd meeting - at which a vote on the goals was scheduled - the board distributed hard copies of a proposed alteration to her goals that she had never seen before.

• Now, at the July 14th work session, an entirely new set of goals was being discussed without Ms. Boyd being able to provide comment

Ms. Boyd did not think the process had been collaborative, was clearly bothered by the board's approach, and noted that it was in stark contrast to the previous year when her (very similar) goals and objectives had been approved without discussion.

Author's comment: Typically, CA publishes a packet containing a written version of all documents discussed at CA meetings; however, because the President's Goals & Objectives was added as a discussion item to the agenda at the last second, this meeting's packet did not include the document(s) discussed during this portion of the meeting. Without a written reference of the document(s), it was difficult to follow the discussion around the substance of the proposed objectives and goals. The list of discussions below is not comprehensive. Most comments by board members were philosophical in nature. Mr. Stack made several comments that were pointed, substantive, and revealed some of the content contained in the documents being discussed. Prior to this post’s publication, CA had not yet responded to a request to share a copy of the document the board discussed during this portion of the meeting; however, following the posts publication, CA’s Director of Communication informed us that a link containing the document had been added to their website here: https://www.columbiaassociation.org/wp-content/uploads/packet-agendas-237982.pdf.

Select discussion regarding the substance of the proposed goals:

• There was discussion over whether the goals were sufficiently measurable or whether measurable goals were needed

• Mr. Stack pointed out that Ms. Thomas' proposed goal to beat budget expectations was unreasonable. Mr. Stack pointed out that, due to high inflation, supply chain disruptions, and other issues, CA was already over budget for the year and holding Ms. Boyd accountable for global economic conditions was unreasonable.

• Mr. Stack also disagreed with a goal to increase membership by a certain percentage. Mr. Stack believed that specific membership levels were more appropriate than a percentage increase which might exceed the capacity of CA facilities. Additionally, Mr. Stack pointed out that the budget the CA board approved already established the target membership numbers for the year.

• Mr. Stack believed multiple proposed objectives – including, but not limited to, easements and communication with villages - were the responsibility of board members and should not be included in the president's objectives

• Ms. Boyd objected to several proposed objectives - such as developing guidelines for commercial real-estate development and strengthening new town zoning - because those are county issues outside of CA's control

• Mr. Stack did not think the objectives should include advocacy on controversial topics (such as school redistricting) because there was such a wide diversity of opinions on those topics within Columbia. Mr. Santos and Mr. Klein disagreed and believed that CA shouldn't shy away from controversial issues just because they are difficult.

After discussion of the proposed objectives concluded, Ms. Boyd pointed out that none of the proposed objectives pertained to her primary responsibilities of successfully leading a multi-million-dollar organization with hundreds of employees. There seemed to be general consensus amongst the board that related goals should be included.

Despite spending almost an hour discussing the proposed goals, the conversation was rushed and clear that board members had not been able to comprehensively discuss their thoughts nor reach a consensus. The way forward on the goals and objectives was unclear and controversial. Eventually, Eric Greenberg (Board Chair and River Hill Representative) asked for volunteers to consolidate the objectives discussed that evening with the draft objectives prepared previously by Ms. Boyd. Ms. Thomas, Bryan England (Hickory Ridge), and Mr. Greenberg volunteered to do that. Ms. Boyd expressed her discomfort with the process to date and was opposed to meeting with the proposed subset of the board in a closed-door meeting and preferred to continue to address her objectives in public meetings.

Budget Process

Susan Krabbe (Chief Financial Officer) walked through the proposed process for determining the next year's fiscal budget. She stated they were seeking to build upon the previous year's success which had solicited more feedback from residents than ever before. Ms. Krabbe highlighted a few key decision points for the board during the proposed process and when CA would be soliciting public input (the process can be found on page 43 of the meeting packet). She also highlighted uncertainty in multiple areas that will cause difficulty as CA develops the budget: changing behavior due to covid, commercial property assessments, inflation, supply chain issues, and the upcoming exploration of CA's line of credit.

Easements

Dennis Mattey (CA's VP of Community Operations) provided a brief overview of three proposed easements near the planned Lakefront North development. He relayed staff’s belief that the easements benefitted the community and his personal belief that it was good for the community that a private company was willing to risk investing hundreds of millions of dollars developing the area. He introduced a Vice President of Development from Howard Hughes to address the easements in more detail (her name was not audible on the livestream).

The Howard Hughes VP walked through the three easements and fielded questions from the board. Howard Hughes is requesting the easements to facilitate the development of Lakefront North and enable connections between Lake Kittamaqundi, Lakefront North, the Warfield Neighborhood, and the mall. Specifically, the easements would facilitate a replacement of an existing sidewalk with a multiuse pathway, water utilities, a fire hydrant, and enable vehicular access to the neighborhood.

Mr. Klein was concerned about the easement for vehicular access to the neighborhood because it would pave over a portion of CA Open Space. Mr. Stack and Mr. Greenberg agreed that particular easement would require more discussion than the others.

More information and renderings of these proposed easements are on page 49-52 of the meeting packet.

Lake Elkhorn Stream Restoration

Mr. England provided a brief overview of recent efforts by staff to provide information on the Lake Elkhorn Stream Restoration project. Staff confirmed they would have oversight over any specific restoration plan in the future and that a particular grove of beech trees would not be affected by any restoration activity.

Several board members, including but not limited to Mr. England, appear to believe this topic requires further board involvement despite the fact that the Board of Directors already approved the easement needed for the project to move forward over a year ago. Additionally, CA’s Watershed Advisory Committee has already been empowered to oversee design plans for the restoration if/when the project ever reaches that stage. It remains unclear what role those board members believe the Board of Directors needs to play in this topic going forward.

Spotlight on Columbia

During the “questions only” portion Mr. England expressed a desire for the staff to resume its previous practice of compiling all local development into a single “development tracker.” This sparked a conversation on the relative value of the “Spotlight on Columbia” document that replaced the tracker. Several members of the board believed the "Spotlight on Columbia" lacked context and information about CA's equities that had been included in the "development tracker.” Mr. Klein described the "Spotlight on Columbia" as "boosterism" for development and, along with Mr. Stack and other board members, thought it could be improved by including some elements of the previous "development tracker." After some discussion about the tradeoffs CA staff would need to make to accommodate the request, Ms. Boyd agreed to look into the possibility of including more context in the “Spotlight on Columbia”.

CA’s Role as a Community Advocate

Although it was not the focus of any discussion, CA’s responsibility as an advocacy organization arose multiple times. Board members expressed different views on the extent that CA be involved in advocacy and which issues CA should attempt to address.

Residents speak out

Eight people took advantage of the Residents Speak Out portion of the meeting:

• Peter Brunner requested that CA advocate the county to extend the expiring "Aging in Place" tax credits

• Willie Flowers, representing NCAA of Howard County, praised CA President Lakey Boyd's leadership and community engagement

• Joan Lancos spoke in favor of the Lakefront North Easements

• Sandy Cederbaum requested that CA establish a program to memorialize loved ones with plaques benches, etc.

• Joel Hurewitz commented on multiple items

• Sharon Boies spoke opposition to the Lake Elkhorn Stream Restoration project and pointed out that removing the Lake Elkhorn dam (and subsequently the lake itself) was a potential alternative to stream restoration

• Christ Eatough provided and update on the new shared scooter program

• Jessamine Duvall (who was previously the Hickory Ridge CA representative before Bryan England won the most recent election) criticized the CA Board's approach to revising the ethics policy. Specifically, she questioned the wisdom of a board member rewriting a policy that staff had already drafted, criticized the lack of transparency in the ongoing revisions, expressed concern about the potential impact alterations to the policy could have on CA's finances, and requested that Mr. Klein (Harper's Choice) recuse himself from discussions around the ethics policy (see: Alan Klein running for CA Board after being removed for ethics violation).

Attendance

Shari Zaret (Kings Contrivance) and Kevin Fitzgerald (Town Center) did not attend the meeting. All other board members, staff, and Howard Hughes representatives attended in person. Residents participating in Residents Speak out participated virtually.

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Update: This article has been updated to reflect that CA updated their website to make the material discussed during the President’s Goals and Objectives portion of work session available. We appreciate CA’s effort to inform us of that update.

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.