Friday, September 14, 2012

CA Board Recap: September 13, 2012 Board of Directors Meeting

Start Time: 7:42 pm
End Time: 10:53 pm

This was a long one, but that may be because of an overloaded agenda more than anything else.  Length of a meeting, in itself, while a sign of inefficiency, is not in itself a bad thing.  Making important decisions after 10:00 pm is a bad thing.  I think we may want to revisit what we do with the 10-11 pm hour to stave off the circumstance in which we make important votes and/or amendments well past the optimal functioning of our members.

There was also a discomforting focus on form over substance last night that wasted a good deal of our time.  Whenever Board members have their calendars out and are picking "what days they are available", it is bad news.  That's not worthy of the public's time.

Fort Meade

Last night we received a spectacular presentation from Col. Edward C. Rothstein, Garrison Commander for Fort George G. Meade.  I was embarrassed to realize just how much I had under-estimated the size of Fort Meade and its complex organizational structure.  Col. Rothstein had a map on the screen that showed a shaded area representing Columbia and another shaded area showing the base.  Fort Meade is bigger.  As Garrison Commander, Col. Rothstein is essentially the Mayor (or as he jokes "Emperor") of everything that goes on within the Fort.  In my minimal exposure to this man, he came across as a true leader with a great deal of strategic focus.

I would have liked to have heard more about Col. Rothstein's "wish list" for partnership opportunities with Columbia Association, but I will presume that these have been represented in on-going communications with Staff.  With 56,000 employees, Fort Meade is Maryland's largest employer, which compels CA to do whatever it can to help draw those families to Columbia.  This falls into one of the most important functions of CA that I would like to see future boards focus more on: Selling Columbia externally as well as internally.  We have spent years trying to increase our resident market share and get more information out about our programs, which is all important, but we also need to think about communicating to prospective residents.

HOA Legislation

As may be expected, the proposed legislation changing the classification of Columbia Association under State law from an HOA to a "nonprofit community service corporation" was discussed.  One of the residents that spoke during resident speak-out noted the continuing concern that CA was pursuing this legislation to avoid having to disclose salary information for its employees.  This was a concern by more than one Board member at the earliest stages, and has been addressed in spades by Staff.  I asked this resident whether they had attempted to work out their concerns with Staff and they told me that they had never tried, but they believes it was a forgone conclusion that their concerns would be rebuffed.

That's unfair.  How can a citizen advocacy organization be taken seriously when their first avenue of complaint is publicly maligning Staff for bad motives rather than participating in the many opportunities for community feedback.  It undercuts our ability to get anything done or form any lasting partnerships when every hand extended is met with a slap.

The Board was asked to review a community engagement schedule regarding this legislation that seemed universally acceptable to the Board.  Unfortunately, one of the dates conflicted with the schedule of the External Relations Chair, which, quite frankly, upset the apple-cart entirely.  That was disappointing.  In the future, I would hope to see Board members show more flexibility in asking whether a Vice Chair may convene the meeting rather than muck up a very important process.  I also wonder whether Staff really had to have the Board approve a "schedule for community engagement" as opposed to just make the Board aware of it.  I see this engagement process being entirely within the gambit of Staff, not the ERC and not the Board.  Public feedback will be critical to our final decision, but soliciting and interpreting that feedback is not necessarily within our expertise.

We also need to address the apparent provincialism that is creeping into the Board's way of conducting its business.  Our committees are functions of the Board.  As such, the Board's interests take precedence in all things.  There is no sovereignty in agenda items. 

Audit Briefing - IRS Forms 990 and 990T

This material is some of the most important work we do as a Board in terms of oversight, but it is dry.  Cotton-mouth dry.  Our CFO Susan Krabbe is spectacular and the manner in which she fielded questions last night was impressive; everything from why a particular number was 21 instead of 11 to complex definitions in the tax code with the follow up "Are you sure this means...?"  Tax law was one of my favorite courses in law school, but I certainly wouldn't want to have to explain it to this Board.

Joint Venture Policy

Speaking of obscure laws, the Columbia Association is "recommended" to have a Joint Venture policy for partnerships with for-profit organizations.  I bold italicize that because both times we have addressed this matter, we have slipped into the concern that this policy will constrain our ability to partner with the County or other governmental organizations.  It is confusing, and the words read aloud would probably drive a linguistics professor mad, but the policy as drafted met the purpose we set out to meet.  This Policy passed with an amendment stating that all joint ventures will be included in the Board quarterly report, which I supported.

Investment Policy

The Board evaluated our Investment Policy for cash-on-hand not directed for a specific purpose that would be invested in low-risk products to bring some form of return on those funds.  With all due respect to my fellow Board members, this quickly devolved to Mad Money Amateur hour.  I know the risk portfolio of at least three Board members and thought we may get into a "family sitting around the kitchen table" budget discussion, before Michael Cornell thankfully put the matter in perspective by stating that our own personal finance decisions are irrelevant to the discussion.  Some suggested that CA take on slightly more aggressive investments (the proposal was more conservative than even non-profit community foundations), but it was successfully argued that this is a starting point that may be revisited at a later date.  The Policy was recommended for approval and passed the Board.

As you can tell, it was not a particularly exciting, or all that interesting, meeting.  After spending 14 innings at the ball-park earlier in the day, I was spent (but so worth it).

Thank you all for the early contributions towards our birthday fundraiser for Laurel Advocacy and Referral Services.  Joe Wilmott told me yesterday that LARS actually contributed toward the Living in Recovery houses that we have worked to help fund.  It was really neat to hear about how it all fits together.

Have a FANTASTIC Friday doing what you love!  It is my birthday.  Have some extra fun for me.