Friday, May 24, 2013

CA Board Recap: May 23, 2013 Board of Directors Meeting

Start Time: 7:35 pm
End Time: 10:37 pm

This was a good meeting.  Functionally, we sped through some items at the end of the Agenda after taking up too much time early on, but otherwise I feel as if we made good decisions and treated each other respectfully.  The beginning of the Board year should be, and normally is, a time of building bridges.  We'll see where we go from here.


Notwithstanding the paragraph above, there was a little "kookiness" at the beginning of the meeting regarding the assignment of committees.  As you (hopefully) read from the recap two weeks ago, Board committees were formed and chairs elected.  We need to do this at the first meeting so that the Board Operations Committee (made up of all the chairs) can meet.  In the interim between meetings, I had learned that the External Relations Committee had decided to have Russ Swatek and Suzanne Waller split the ERC Chair position, 6 months a piece.  Some time after that, two of the ERC members (Russ Swatek and Nancy McCord) met off line and decided that Russ would be chair for the entire year.  Odd.

And it doesn't end there.  At the beginning of last night's meeting, despite nary a peep being said at the meeting on May 9, two Board members complained that Board policies required the chair of each committee to switch committees the following year.  This concern was targeted at yours truly, looking to move me from the Strategic Implementation Committee to...anywhere else.  This is particularly odd considering that some of the people complaining of "process" had no problem, and specifically endorsed, switching Gregg Schwind from another assignment back onto the SIC in 2012, despite being chair in 2011.  Odd.

It was apparent that this was much larger than where I sit at the Board table and was an attempt to undo the election of Brian Dunn as chair of the SIC.  In fact, the larger effort was directed at the Board Operations Committee.  It didn't work.  The Board Chairs will be PSC - Michael Cornell, SIC - Brian Dunn, ERC - Russ Swatek.

President's Goals

As is the habit of this Board, we are back-tracking.  The President's Goals must be passed by the second week of June for contractual reasons.  Time is getting tight.  One Board member made a very interesting recommendation that we include a "social component" to the President's objectives, prompting the focus on "building community" and "fostering relationships".  I love the idea, but would be terrified if I were the one with money on the line in trying to meet it.  "Excuse me, could you please make friends at this workshop?  If you don't, my evaluation will suffer."  Nevertheless, if there are concrete suggestions available for fulfillment in quantifiable ways, I will support the addition.  I may be one of the few Board members that has a boss, an evaluation, and bonus objectives.  These decisions are viewed in that context.

Data Points

I was pleased and surprised to see that one of my proposals as SIC chair last year was carried over into this year - Data Points.  I fully acknowledge that it may have been a poorly considered idea in the first place that really only took structure due to the diligence and critical thinking of CFO Susan Krabbe, but I take some small pride in the fact that it was not placed in the heap of "horrible things we shall never do again."

Board members made some valuable suggestions as to how to better define "Data Points" and limit them to "background information" on Agenda items the Board will be addressing in the forthcoming Board year.  Typing this now, I can feel your eyes glazing over.  This is not a topic for public discussion.  Moving right along...

Bonus Exception

In passing the Inner Arbor Plan and Trust on February 14, 2013, the Board (clumsily) changed the $1.6 million capital allocation for Symphony Woods to a $1.6 million operating expense as a transfer to the Inner Arbor entity.  Learning something new every day, I was educated that you can't transfer money from a capital budget to an operating budget without creating an accounting wormhole.  "No, no, you just can't do that.  We don't do that.  You just can't do that."  (It was a strong admonition.)

By apparating $1.6 million out of the Operating Budget, the Board essentially undercut operating budget benchmarks that allow our leadership to award bonuses.  There are approximately 100 CA employees across the organization that are eligible for performance bonuses so long as CA meets certain financial benchmarks.  In light of the fact that this was a Board created crisis, the Board was asked to pass an exception, allowing the award of bonuses despite the operating budget goals not being met.

I'm sure you have a pretty good idea how this went.  Those that disagreed with the 8-2 vote to pass the Inner Arbor Plan and Trust shamed those who voted for the Plan.  The Management Team pleaded for reason, noting that the 100 employees subject to this vote had nothing to do with that vote.  Those of us who supported the Plan sat in the middle. 

I was truly impressed and appreciative of Russ Swatek's comments in making the motion to pass the exception.  He noted that this was a clerical bookkeeping matter and, although he disagreed with the Inner Arbor vote, he did not see a reason to withhold bonuses because of it.  The exception passed 6-2, with one Board member abstaining.

Despite almost being kicked off a committee, it was a good night!

Have a great Friday doing what you love!  Please be safe this Memorial Day weekend.  Explore the bus and cab systems our fine County has to offer.  Don't drink and drive.  I have strong reason to believe there will be sobriety check-points in and around Columbia.  I don't want to see your name on that list.  Rock on.