Friday, March 15, 2013

CA Board Recap: March 14, 2013 Board of Directors Meeting

Start Time: 7:37 pm
End Time: 9:29 pm (Followed by a Closed Meeting ending at 10:22 pm)

This meeting was frustrating, but only in terms of process.  The substance was fine.  We passed a compromise on a controversial issue, which although something I disagreed with, is always an accomplishment.  However, the night was marred by a Randian filibuster (thankfully shorter by about 12 hours and 50 minutes) and general unprofessionalism unbecoming of a CA Board Member.  We then moved into a closed session to discuss President Nelson's evaluation.

Selection of CA Board Members to the Inner Arbor Trust

This took up the majority of our open meeting -- the selection of two CA Board members to sit on the Board for a nonprofit Trust.  Let's be clear at the outset that the Board has already passed, by an 8-2 majority, the Inner Arbor Plan, the creation of a non-profit 501(c)(3) to implement that plan, the seating of two CA Board members on the Trust Board, and the extension of an easement agreement to that Trust to enable action.

What the Board now appears to be doing is breaking those votes into pieces and passing them again.

Although our Board Chair makes most other Board appointments, in this case she deferred and President Nelson suggested that the Board vote.  That is a reasonable, open, transparent way to open up a process that may otherwise be closed.  As you may expect, it was not appreciated as such.

The same two Board members that opposed passage of the Inner Arbor argued that the appointment of two Board members to the Trust was put under the wrong heading on the Agenda and therefore the vote could not go forward.

What is most embarassing is that I played a big role in how this came apart.  In order to make our meetings more efficient, I had proposed that Presentations to the Board and first readings should go under an agenda heading of "Special Topics and Presentations".  For this category, Board members would be prompted to ask questions only and not get into substantive debate.  As far as I know, this was never formalized in a policy document, but was adopted in the construction of agendas.  I regret the error on all counts.

If this item had originated in a committee, it would have been available for a vote.  Finding that as the hook, the two Board members who opposed the Inner Arbor Plan used the opportunity to spring into a full discussion of all the reasons they opposed the vote on February 14.  At one point, a Board member broke into what can only be described as a 10 minute "rant" put on for the purposes of self-promotion amongst Inner Arbor opponents in the audience.  This Board member noted that there were no time limits for how long a Board member could speak (not true) and that they would put a piece of tape over their mouths when they were finished (promise unfulfilled).  Amongst a body that is premised on persuasion and "counting to six", it was unfortunate to see a Board member self-destruct in this way, but it has become the norm.  

After that was done, it was proposed that due to the procedural fumble, we move the vote to the next meeting (March 28) and vote then.  This was a reasonable compromise that moves the ball.  It was offered in the best interest of the Plan, the best interest of the Trust, and the best interest of the Board, which contrasted drastically from the performance that had occurred only minutes before.  I disagreed with this approach, hoping the Board could overcome something a seemingly irrelevant as where an item was placed on the Agenda, and voted against the Motion.  I lost.  However, I assure you that I will not take up 10 minutes of the Board's time next meeting explaining why I am upset with the lost vote and why I think things should have gone differently.  Or at least that's the plan for now.

It was also proposed that the Board produce a "process" for how these Board members will be replaced into the future.  That vote lost.  I think there is some confusion that would be resolved if those opposed to this action asked more genuine questions and a few less rhetorical ones.  By law, this Board may not dictate the future construction of the Inner Arbor Trust Board.  To do otherwise not only jeopardizes the future operations and 501(c)(3) status of the Trust, but also offers pass-through liability back to the Columbia Association in what is called "piercing the corporate veil".  There must be organizational independence.

However, the CA President and two Board members will select the other two members of the Trust Board.  There is every reason to believe that upon the resignation of any CA Board member that they will be replaced by another CA Board member, but we cannot write that into the governing documents of the Trust.  This is the legal playing field.  This project will not be able to receive third party funds outside of this rubric.  Last night it was proposed that we keep the Inner Arbor Plan under the auspices of the Columbia Association and create a "Friends of" group to receive third party funds.  These organizations normally have a maximum capitalization of $1 million and rarely, if ever, are able to do much more than provide annual endowment payments.  CA's own "Friends of" program cannot recruit members to serve.  We need this Trust entity to execute the scale of project that Inner Arbor entails.

It is understandable that this arrangement makes those unfamiliar with corporate law uncomfortable, but it is just one shade off from CA's vendor relationship with any other contractor for any other project in Columbia.  When CA builds Hobbit's Glen, you can be assured that there will be transfers in excess of $1.6 million, yet there is no apparent concern that we do not have "control" over the contractor executing the work.  The Inner Arbor Trust provides a very similar role with the primary difference being that this is an affiliate organization, with the CA President as a permanent member (subject to the hiring and firing decisions of the Columbia Association Board), two CA Board members as founding governors, and two other members selected by the three noted above.

We shouldn't run from these facts.  This is a sophisticated approach to a complex problem.  We have already shown that we are mature enough as a governing body to execute on this very big idea that will be a benefit to this community for generations to come.  Opponents of the Inner Arbor Plan will be heard.  I hope the proponents stick around too.

That's all for today.  Have a great Friday doing what you love!