How Poor Judgement, Ego, and Miscommunication Have Led the CA Board to Consider Firing CA President

At least some members of the CA Board are considering removing CA’s President and CEO, Ms. Lakey Boyd. Removing Ms. Boyd would require the vote of at least six board members and it is unclear if enough CA Board members support this course of action; however, tensions between CA Board members and Ms. Boyd are palpable and the CA Board Chair recently declined to voice support for Ms. Boyd when she directly asked about her job security during the October 27 CA Board meeting. This article attempts to explain the breakdown in their relationship and how the community arrived at this point.

This summary is based on public information, meetings of the Board of Directors, and conversations with multiple current and former CA board members. There is almost certainly additional information relevant to this topic that the author does not have access to; however, the issues in this summary have all been confirmed by multiple people knowledgeable of the topic as the most pertinent issues.

Throughout this article, the CA Board is referred to as a single entity. While the board is a single entity that acts through majority consensus, many decisions described below were not unanimous. To the extent possible, the following table breaks the ten current CA Board members into four groups based on the author’s limited knowledge of their attitude towards Ms. Boyd. If Columbia residents are concerned about their CA Representative’s position, they should engage with them. It is very possible the author of this article assessed the stance of at least one board member incorrectly; regardless this table should provide readers at least some ability to differentiate between the different members of the board. If any CA Board member thinks they are being misrepresented and publicly states their position, this table will be updated.

Description	Recent Actions	Likely Stance	CA Board Member
Openly confrontational with Ms. Boyd	These board members are regularly confrontational with Ms. Boyd. They are fickle and routinely provide contradictory guidance to CA Staff. They have made disingenuous statements about and/or to Ms. Boyd. 1	Driving the effort to remove Ms. Boyd.	Dick Boulton (Dorsey Search) Ginny Thomas (Oakland Mills) Eric Greenberg (River Hill)
Lean against Ms. Boyd	These board members have a conflict with Ms. Boyd on at least one of the reasons described in more detail below. They have demonstrated at least some interest in working collaboratively with Ms. Boyd.	Potentially support the effort to remove Ms. Boyd.	Alan Klein (Harper’s Choice) Shari Zaret (Kings Contrivance) Brian England (Hickory Ridge)
Lean in favor of Ms. Boyd	These board members appear to respect Ms. Boyd. They demonstrate a healthy understanding of their role as CA Board members and have cast dissenting votes relevant to Ms. Boyd’s position over the last several months.	Oppose the effort to remove Ms. Boyd.​	Bill Santos (Wilde Lake) Andy Stack (Owen Brown) Janet Evans (Long Reach)
Unknown	Mr. Fitzgerald is very reserved in CA Board meetings and the author of this article has no insight into his thinking.	Unknown	Kevin Fitzgerald (Town Center)

1 Of note, these three members make up the “Board Operations Committee” which establishes the Board’s meeting agenda and Board operations. This provides these board members more ability to influence board decision making.

Background

In mid-to-late 2020, then CA President and CEO Milton Mathews announced he would not be serving beyond April of 2021 (the end of CA’s fiscal year). At the time many people speculated that one of the main drivers of his resignation was the difficulty of dealing with CA’s Board of Directors. Upon the announcement of his resignation, the CA Board of Directors hired an executive talent search firm, Baker Tilly LLP, to aid in the identification and recruitment of a new President and CEO. According to CA’s website, “Approximately 80 applicants expressed interest in the position. The firm presented the Board of Directors with 15 of the top candidates. Board members carefully narrowed that field down to five finalists who were invited to undergo a formal interview process.” As a result of that process, Ms. Boyd was hired with a purported four year contract. She relocated her family to Columbia from Alabama and assumed the role of CA President and CEO in May of 2021.

Although the decision to select Ms. Boyd over other candidates took place behind closed doors in accordance with Maryland laws, six current board members were on the board in 2020-21 and participated in the decision: Dick Boulton (Dorsey Search), Ginny Thomas (Oakland Mills), Andy Stack (Owen Brown), Janet Evans (Long Reach), Shari Zaret (Kings Contrivance), and Alan Klein (Harper’s Choice).

Ms. Boyd initially received a warm welcome; however, the relationship between her and several members of the board of directors began to sour in mid-late 2021 and became obviously contentious, if not hostile, in May of 2022. Meanwhile, Ms. Boyd has brought renewed energy to the organization, emphasized data-driven decision making, provided detailed information at Board meetings, proactively engaged Columbia villages and other community-based organizations, and received significant praise from multiple community members. Rumors that the CA Board was considering removing her began circulating no later than June of 2022. Recently, at the 27 October CA Board meeting, she informed the board that she was aware of the rumors and directly asked if she should be concerned about her job security. In response, Board Chair Mr. Greenberg said he was not aware of the rumors Ms. Boyd was referring to, did not address her concern about her job security, and stated that personnel matters should be discussed in closed sessions. Importantly, while Maryland law enables HOAs to hold closed door sessions to discuss personnel matters, it does not preclude HOA board members from providing assurance to employees regarding their job security.

Causes of Friction

There are three specific issues that have been the main source of friction between the Board and Ms. Boyd: the Symphony Woods lawsuit settlement, the Board ethics policy, and Board member’s ability to engage directly with staff. Friction between Ms. Boyd and the Board is not limited to these issues but these are the most discussed and are representative of all other issues.

Symphony Woods Settlement. In 2020 (well before Ms. Boyd was CA President), CA took legal action against the owner and operator of Merriweather Post Pavilion (no relation to this blog). The value of this lawsuit split public opinion but, regardless of its justification, CA chose to settle the legal dispute out of court in 2021. The CA Board’s discussions regarding this matter took place in closed meetings (allowable under Maryland law because it was a legal dispute) and the exact sequence of events is somewhat unclear. However, multiple sources provided the following information:

• The CA Board discussed and outlined the broad terms they would be willing to accept

• Inner Arbor Trust (IAT), which was party to the lawsuit, purportedly did not agree with CA’s approach to the legal dispute and settlement

• Based on the Board’s guidance, CA’s staff and legal representation reached a settlement with the owner and operator of MPP that met the terms outlined by the CA Board.

• Members of the CA Board, despite already having outlined the terms of the agreement, insisted on reviewing the legal paperwork in detail

• CA Staff initially denied the CA Board’s request, claiming that an informal confidentiality agreement with MPP precluded the Board’s review

• A few residents, who supported maximalist views on the legal dispute, accused CA staff of violating HOA transparency principles by withholding the settlement

• Eventually, CA staff provided the CA board and other members of the community the opportunity to review the legal paperwork

The conflict over whether CA Board members could review the settlement in detail resulted in a large rift between Ms. Boyd and many board members. While the CA staff likely overstepped by initially preventing the board from reviewing the documents, CA Board members misinterpreted that as an effort to prevent the Board from fulfilling their oversight role. Many CA Board members also accused the staff of being dishonest about the existence of a confidentiality agreement. Meanwhile, CA staff likely perceived the CA Board’s insistence on reviewing the legal paperwork as unwarranted micromanagement and sought to prevent leaks of sensitive information that could place CA in legal jeopardy. Of note, most CA board members have no legal training and lack qualifications to pass judgment on the composition of a legal document.

Some CA Board members eventually came to regret the settlement terms they directed the staff to pursue, expressed a desire to obtain additional concessions after the negotiations took place, and began to criticize CA’s Staff for the settlement even though the staff achieved the terms formally established by the Board. 2 Importantly, all CA Board members who have expressed an opinion on the settlement – including CA Board members critical of Ms. Boyd – agree that the settlement met the terms the board outlined and that the lawsuit was settled favorably for CA.

Ethics Policy. In mid-late 2021, the CA Board chose to remove Alan Klein (Harper’s Choice) from his position on the CA Board due to an ethics issue (Mr. Klein was eventually reelected to this position in May 2022). Following Mr. Klein’s removal from the board but prior to his reelection, the CA began an effort to update their ethics policies. In support of that update, CA’s relevant professional staff provided a draft ethics policy to the CA Board in March of 2022. Despite voicing no substantive objections to the draft ethics policy, the CA Board declined to approve the policy in a disputed vote in April 2022 (9 June and 14 July recaps cover this in more detail).

The new ethics policy has largely been in limbo since April. CA Board member Mr. Bolton (who opposed approval of the CA-drafted ethics policy in April) has apparently been writing his own draft policy for months with some input from Mr. Stack (who voted to approve the CA-drafted policy). Although the substance of the CA Board-led draft policy is unclear, it appears that many CA Board members do not want to include a strong accountability and enforcement mechanism that applies to CA Board members included in the policy. Specifically, some board member’s have a personal relationship with Mr. Klein and do not want to emplace a strong enforcement mechanism that, because of Mr. Klein’s ethics violation, could preclude him from continuing in his position as a CA Board member. More generally, a strong enforcement mechanism would be at odds with at least some board member’s sense of entitlement to their current positions as CA Board members regardless of their behavior.

Meanwhile, multiple CA Staff members with relevant expertise have emphatically attempted to impress upon the CA Board that it would be unwise for any organization to have its Board of Directors draft a unique ethics policy for themselves. Many members of the CA Board have misinterpreted the staff’s advice regarding the ethics policy as an attempt by the staff to control the CA Board instead of earnest, commonsense advice from professionals looking out for the best interest of the organization and community. Ms. Boyd has been visibly frustrated by the board’s efforts to drag out the process of creating the new ethics policy and has assertively defended the integrity and competence of CA staff’s advice when it is questioned by the CA Board.

Staff Access. Ms. Boyd has implemented a formal process for the CA Board to use when interacting with CA Staff. She has also attempted to restrict ad hoc engagement between the CA Board and CA staff. This process is meant to provide several benefits.

• It will enable tracking and formal accountability to ensure the CA Staff responds to the CA Board.

• It provides transparency among CA Board members ensuring all board members are aware of each other’s requests of staff.

• It enables staff to focus on their responsibilities comprehensively by reducing the risk their day-to-day jobs will be derailed by responding to ad hoc requests from an individual board member.

Many CA Board members have misinterpreted this formal process as an effort to prevent board oversight of staff and a needless bureaucratic hindrance to their ability to gather information.

Summary of Friction. All of these points of friction have two common themes.

First, they are all conflicts caused by attempted micromanagement by board members. Many board members overestimate the level of authority their position entitles them to and do not understand that, as individuals, they have no authority to direct staff to take any action (including direct staff to answer questions). Many board members attempt to needlessly insert themselves into day-to-day minutia of staff and regularly question, even in areas they have no relevant expertise, the advice of professional staff in their areas of expertise. The Board’s effort’s at micromanagement extend far beyond the specifics described above with Board members absurdly inserting themselves into a wide range of topics such as carpentry, contract law, hydrological engineering, lightbulb colors, and everything in between - topics that are well beyond the expertise of the board members and their role as a member of a board of directors.

Second, none of these issues have anything to do with Ms. Boyd’s performance beyond her relationship with the board of directors. The CA Board’s concerns with Ms. Boyd are entirely focused on the Board themselves. The Board is largely dismissing or unaware of her effective leadership of the several hundred CA employees, efficient management of CA’s resources and budget, nor her service to the community.

Both of these themes manifested themselves earlier this year when the board drafted Ms. Boyd’s performance objectives (see CA Board's Goals and Objectives are focused on Themselves and not the Community August 22 2022). It seems likely the CA board wrote those objectives to codify micromanagement into Ms. Boyd’s performance evaluation and facilitate their efforts to fire her instead of providing objectives that would evaluate Ms. Boyd’s service to the community.

Obstacles Contributing to Contention

Previous devious tactics used in CA elections, conspiratorial thinking, hyperbolic criticism, and CA board member’s lack of candor have all contributed needlessly to a contentious atmosphere around the CA Board recently.

Many members of the community (including the contributing authors of this blog) have highlighted the CA Board’s misguided approach. Unfortunately, the members of the CA Board opposed to Ms. Boyd have insulated themselves from constructive criticism with conspiratorial thinking. There is a (frankly) weird idea held by at least some CA Board members that Ms. Boyd, her supporters, and all critics of the CA Board are all participants in an ongoing conspiracy that originated with “The Rouse Project(TRP).” 3 This belief is baseless. It is true that some vocal critics of the CA Board were participants in TRP and champion progressive values similar to those the talking points used by TRP, but the CA Board is also criticized by people who were also critical of TRP (for example, the author of this article).

Likely contributing to the inability or unwillingness of the CA Board to positively respond to criticism is the fact that much of the vocal criticism is framed as a culture war issue or as a massive moral failure. For example, some of the most vocal critics of the board have questioned the board’s commitment to the foundational values of Columbia. This criticism incorrectly ignores the fact that all current CA Board members (with one possible exception) have emphatically expressed commitment to Columbia’s ideals such as diversity and inclusion. As described above, the issues of the current CA Board are instead best understood as a failure to understand the proper role of a board member, a mistaken belief that Ms. Boyd should serve the board instead of serve the community, a sense of entitlement to their positions, and a dismissive attitude to the expertise of professionals. Criticism of the CA Board’s ego, judgment, and contribution to the community is warranted; questioning the totality of their moral value is not.

Many current CA Board members undoubtedly dispute some characterizations in this article. Importantly, those CA Board members could eliminate any level of uncertainty about their motivations and decision-making by clearly explaining why (or why not) they believe removing Ms. Boyd from her position is in the best interest of the community. To date, they have chosen not to do so; however, now that there is widespread knowledge of Ms. Boyd’s possible removal, there is a new opportunity to discuss their views more candidly. So far, when directly asked about their treatment of Ms. Boyd, CA Board members have declined to discuss it or insinuated that the reasons Ms. Boyd needs to be removed are unknowable to the broader community because they have all occurred in closed door sessions that they aren’t at liberty to discuss. That is a preposterous excuse and does not pass the commonsense test. Maryland law enables HOA board of directors to discuss specific sensitive information behind closed doors (including personnel matters), the law does not preclude board members from clearly explaining their stance on matters of public concern. Conversely, the spirit of Maryland HOA law is to maximize transparency of HOA boards so that HOA residents understand the decisions the board is making on their behalf. While HOA boards should be considerate of their employees' privacy, if their employee intentionally uses a public forum to ask about their job security (as Ms. Boyd has) that employee is clearly seeking to have the matter discussed publicly. CA Board members could easily reduce current tensions by providing those public assurances but, so far, have chosen not to do so.

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2 Many members of the CA Board routinely change their minds after casting formal votes. The ongoing drama surrounding the Lake Elkhorn Stream Restoration Project - which was approved by the Board several years ago but is now a major topic of discussion - is another example of this. The Board’s fickle nature - and the extra work created for the staff as a result - has probably contributed to some of the friction between Ms. Boyd and the Board.

3 “The Rouse Project” was an effort to provide funding and advertising support to some candidates seeking election to the CA Board of Directors during the 2021 election. The funding was purportedly provided by Howard Hughes Corporation and Merriweather Post Pavilion – both organizations with various levels of dispute with CA at the time. The Rouse Project’s advertising included both progressive talking points and significant amounts of inaccurate and/or intentionally misleading information. It was likely an attempt by Howard Hughes and Merriweather Post Pavilion to use money to influence the CA election and replace CA Board members those organizations perceived as hostile. The lack of transparency and deceptive marketing of TRP was unfairly used to question the sincerity of the candidates associated with that campaign. To this day, community-members who champion progressive values are baselessly linked to TRP by their opponents in an attempt to discredit them Most TRP-endorsed candidates were defeated in 2020 and no TRP-endorsed candidates are currently on the board.