Columbia Association’s Board of Directors has failed to announce several closed meetings during the last several months, possibly in violation of Maryland law. While the details of the discussions for these meetings are not public, the previously undisclosed meetings were almost entirely focused on the Board of Directors’ conflict with CA President and CEO, Ms. Lakey Boyd (See: How Poor Judgement, Ego, and Miscommunication Have Led the CA Board to Consider Firing CA President, The Merriweather Post, October 31, 2022). The CA Board has spent tens of thousands of dollars of the community’s money on outside counsel to support the issues discussed in these closed meetings. The existence of these undisclosed meetings further highlight the CA board’s lack of public candor about their conflict with Ms. Boyd despite high levels of community interest.
Summary of Closed Meetings
A Columbia resident, Ms. Jessamine Duvall, requested CA provide a list of closed meetings held by the Board of Directors this fiscal year (starting May 1st). Subsequently, Ms. Duvall shared the list provided by CA (below) with The Merriweather Post which was independently verified with CA’s Senior Manager of Media Relations & Communications, Ms. Dannika Rynes. The following bullets are the verbatim list of closed meetings provided by CA:
June 23, 2022, at 6:35pm and continued to June 30, 2022, at 7pm: Executive Session. Closed, by unanimous consent, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss the President/CEO’s appeal of her FY22 performance evaluation, hiring outside counsel to assist the Board with addressing the President/CEO’s appeal of her FY22 performance evaluation, and a matter pertaining to CA's ethics policies.
July 18, 2022, at 7pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose to discuss a matter pertaining to CA's ethics policies and to discuss the President/CEO’s appeal of her FY22 performance evaluation.
July 28, 2022, at 6:30pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss hiring outside counsel to assist the Board with addressing the President/CEO’s appeal of her FY22 performance evaluation.
August 18, 2022, at 7:00pm: Executive Session. Closed, by a vote of 6-1, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss hiring outside counsel to assist the Board with addressing the President/CEO’s appeal of her FY22 performance evaluation.
September 2, 2022, at 7:34 pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss the President/CEO’s appeal of her FY22 performance evaluation and to discuss a matter pertaining to CA's ethics policies.
September 19, 2022, at 6:15 pm: Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss conflict of interest between a CA employee and a vendor.
September 29, 2022, 7pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss the Board’s options for its relationship with the President/CEO and to expand the scope of the CA Board’s engagement with outside counsel, Tim McCormack.
October 12, 2022, at 7pm: Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss a matter pertaining to CA's ethics policies.
November 14, 2022, at 7pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose was to discuss the President/CEO’s appeal of her FY22 performance evaluation and to discuss a matter pertaining to CA's ethics policies.
December 1, 2022,at 7pm: Executive Session. Closed, by unanimous vote, pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. The purpose of the meeting was to discuss and draft the President/CEO’s FY23 mid-year evaluation and to extend the Board’s contract with outside counsel, Tim McCormack.
December 19, 2022, at 7pm: Part Executive Session. Closed, (vote to close unknown at this time), pursuant to MD Code Real Property 11B-111(4)i, discussion of matters pertaining to employees and personnel. Purpose to discuss the Board’s options for its relationship with the President/CEO, a matter pertaining to CA's ethics policies and outstanding unapproved closed meeting minutes.
In addition to the past meetings, there is an additional closed meeting planned for January 4th that will again “discuss the Board’s options for its relationship with the President/CEO.”
It is unclear who attended each of these meetings and whether any included staff and/or outside counsel. The votes to close indicate that most were attended by all ten members of the board. The Merriweather Post asked Ms. Rynes to provide the attendance of these meetings and verify that these meetings have not been previously announced but, due to the holidays, Ms. Rynes was not able to provide an answer before publication. Separately, The Merriweather Post requested Board Chair Eric Greenberg to comment on these closed meetings and the board’s conflict with Ms. Boyd; as of posting, Mr. Greenberg has not responded (it’s the holidays and this is understandable). This article will be updated with additional information if it is received.
Update (1.5.2023): Eric Greenberg has responded to the request for comment. See article: CA Board Chair Denies Responsibility for Announcing Closed Meetings; CA Staff Disputes his Claim, January 5, 2023.
Conflict with CA President and CEO
Although the details of the closed meetings are not public, the existence of these meetings demonstrate that the board is spending a large amount of their time and energy – as well as the community’s money - on the board’s conflict with Ms. Boyd. Most of the meetings included discussions about Ms. Boyd’s appeal of her performance evaluation from previous years which Ms. Boyd claimed (in an article in the Baltimore Fishbowl) contained multiple inconsistencies and no actionable recommendations for improvement (See: Columbia Association CEO denied request to challenge her evaluation as board maintains silence, Baltimore Fishbowl, November 23, 2023).
In addition to the list of meetings above, CA also disclosed that the board has thus far spent $42,000 on outside counsel provided by the firm Ballard Sphar and attorney Tim McCormack. For clarity, any outside counsel obtained by the board is paid for using CA’s money which, in turn, is funded by Columbia residents’ HOA charge and CA membership fees. Seemingly, this expense – which is likely to increase and reduce money available for open space, pools, and other amenities – could have been avoided if the board had simply provided a performance evaluation that avoided inconsistencies, provided actionable feedback, and accurately reflected Ms. Boyd’s performance.
The September 29th closed meeting is potentially notable. Up to this point, the closed meetings focused on Ms. Boyd’s appeal of her previous year’s performance review; however, the September 29th meeting was “to discuss the Board’s options for its relationship with the President/CEO and to expand the scope of the CA Board’s engagement with outside counsel, Tim McCormack” (emphasis added). It is unclear whether the board chose to expand the scope of their engagement with outside counsel and, if they did, what the new scope included; however, the events that immediately followed that closed meeting make the potential expanded scope noteworthy. Specifically, in the weeks following that closed meeting rumors that the board was considering firing Ms. Boyd began to pick up steam. It was also during this timeframe that Inner Arbor Trust President, Ms. Nina Basu, asked CA Vice President, Mr. Dennis Mattey, if he would be willing to serve as CA President and CEO. Additionally, at the first open CA Board of Directors Meeting (October 28th) following the September 29th closed meeting, Ms. Boyd directly asked the board of directors about her job security making the conflict between her and the board widely known in the community. It is unclear if the discussions that took place at the 29 September closed meeting led to the rumors, Ms. Basu’s conversation with Mr. Mattey, and Ms. Boyd’s concerns about her job security; however, the timing is noteworthy.
Finally, the particular phrasing of several closed meetings is curious. The September 29th, December 19th, and upcoming January 4th meeting all include discussion of “the Board’s options for its relationship with the President/CEO.” It is unclear what “options” the board is considering because, despite a large amount of community interest and direct questions from Ms. Boyd herself, the board has not provided any clarity on Ms. Boyd’s standing with the organization. At least one board member has stated that one “option” to solve the relationship between the board and CA’s President/CEO would be to fire Ms. Boyd and get a new President/CEO.
Potential Violation of Maryland Law
The Merriweather Post reviewed the minutes and videos of the CA Board’s meetings this fiscal year and the closed meetings listed above have not been previously disclosed by the Board of Directors. This seems to be in violation of the Maryland HOA Act which states that:
"If a meeting is held in closed session...a statement of the time, place, and purpose of a closed meeting, the record of the vote of each board or committee member by which the meeting was closed, and the authority...for closing a meeting shall be included in the minutes of the next meeting of the board of directors..."
The board has announced multiple closed meetings of its Audit and Architectural Resource Committees but not the meetings listed above demonstrating that the board is aware of the legal requirement to announce closed meetings and makes it unlikely that the failure to disclose a set of topically related meetings was a simple mistake. The selective announcement of only some closed meetings could indicate a deliberate decision not to disclose the newly discovered meetings. Another possible explanation for why these particular closed meetings were not disclosed is laziness: these meetings may have excluded staff members that normally record the minutes and facilitate the required announcement and the board members present simply didn’t pick up the slack.
The failure to announce closed meetings seems to be unique to this fiscal year and the tenure of Mr. Eric Greenberg (River Hill) as board chair. Minutes from previous fiscal years – when Mr. Andy Stack (Owen Brown) and Ms. Janet Evans (Long Reach) were board chair – do include announcements of all closed meetings (to the extent that these meetings can be verified).
Regardless of whether the lack of timely public disclosure of these meetings technically constitute a violation of Maryland law, the failure to disclose the existence of these meetings demonstrates a lack of transparency on behalf of the board of directors. Dozens of residents have testified at board meetings and hundreds have signed a petition expressing concern over Ms. Boyd’s job security. As a body, the board has declined to issue any statement on the topic; meanwhile, multiple individual board members have made statements about the topic that, while those statements may be technically true, are not forthright. For example, Dick Boulton (Dorsey Search’s representative) has been quoted in both the Baltimore Sun and Baltimore Banner denying that the CA Board is not investigating Ms. Boyd for an ethics concern and that the topic of firing her has not been discussed “in a meeting.” While these are likely technically true statements, the fact that there have been multiple closed meetings regarding a conflict with Ms. Boyd should have been obviously relevant to the public’s interest in this topic.
At the same time, some board members have attempted to dismiss the public’s concern regarding their relationship with Ms. Boyd as a baseless misperception driven by rumors spread by people with “hidden agendas.” The board’s own lack of transparency regarding these closed meetings – not to mention the blatantly obvious tension between multiple board members and Ms. Boyd observable in public meetings – demonstrates a consistent lack of candor on behalf of the board and, despite the board member’s attempts to discredit their critics, their own lack of candor about these issues is a significant driver of the community’s concern.
Board member’s decision to selectively share information and make carefully worded statements that are not forthright warrants critical examination of the claims board members have made about Ms. Boyd’s job security. For example, multiple board members have stated that the board has “never discussed firing Ms. Boyd in a meeting.” That particular phrasing leaves open the several possibilities:
Board members have discussed how they could remove a CA President in hypothetical terms without discussing Ms. Boyd in particular
Board members want to fire Ms. Boyd, regardless of whether they have discussed it, and are attempting to build just cause to do so without paying a severance
Board members have discussed firing Ms. Boyd outside of official meetings (several recent comments in open meetings have indicated some board members routinely discuss board business in private small groups outside of official meetings)
It is likely prudent and proper for the board to keep some details about these closed meetings private because of personnel matters and attorney client privilege; however, many board members seem to be using the narrow scope of topics that an HOA can legally keep private as an excuse to not speak candidly and honestly with the community about the board’s conflict with Ms. Boyd. On the other hand, two board members – Andy Stack (Owen Brown) and Bill Santos (Wilde Lake) – have publicly voiced their individual support for Ms. Boyd. This demonstrates that other board members lack of public support is choice not something they are precluded from doing.
Ironically, one of the most common criticisms of Ms. Boyd that her detractors (including Board members) cite is her supposed lack of transparency with the community; specifically regarding, but not limited to, the Symphony of Lights settlement. The board of director’s own lack of transparency regarding closed meetings as required by Maryland law calls their commitment to the principle of transparency into question and casts doubt on the sincerity of this line of criticism of Ms. Boyd.
Ethics Policies and Meeting Minutes
Four of the previously unannounced closed board meetings addressed CA’s ethics policies. Again, the details of these meetings are unclear; however, several board members have let slip that there are multiple ongoing investigations of potential board member violations of its ethics policy. Additionally, CA’s most recent tax return indicated staff’s belief that CA was not complying with its conflict of interest policies. These meetings possibly addressed those investigations. In several open meetings over the past year, the board has discussed the board’s efforts to rewrite their ethics policy against the advice of their General Counsel, Mr. Wes Aniton. The discussions indicate that several board members wish to weaken the mechanisms used to enforce board member violations of their ethics policy.
Finally, the December 19th meeting addressed “outstanding unapproved closed meeting minutes.” This likely indicates some sort of board dysfunction. It is unusual for meeting minutes to be the major focus of a meeting and possibly indicates a failure to take proper minutes to begin with or disputes among the board regarding the events of previous meetings.
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.
Note: Article edited on 12/28 to remove the words "interim" and "if needed" from the sentence "It was also during this timeframe that Inner Arbor Trust President, Ms. Nina Basu, asked CA Vice President, Mr. Dennis Mattey, if he would be willing to serve as interim CA President and CEO if needed". It has been confirmed that a conversation took place between Ms. Basu and Mr. Mattey discussing the CA presidency, but it is disputed whether this conversation was hypothetical in nature or whether Ms. Basu was inquiring about actual succession plans in the event Ms. Boyd were to be dismissed.
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