Wednesday, February 11, 2015

High Fidelity on the CA Board

CA Board Member Alan Klein has been accused of breaching his fiduciary duty to the Columbia Association in speaking out against the Inner Arbor Plan, according to this piece by Luke Lavoie with the Columbia Flier.  The article focuses on transparency (the refuge of those losing an argument), but I think the much more important focus should be on the innate conflict of fidelity built into the current CA Board and manner of selection.

For the uninitiated, the Columbia Association is governed by a 10 member Board of Directors who are appointed by the Columbia Council.  The Columbia Council consists of 10 members elected by the 10 Villages of Columbia.  Through the magic of transsubRouseiation, the Columbia Council becomes the Columbia Association Board of Directors.  (Technocrats - please leave my explanation alone, you're only going to make things worse).

The members of the CA Board of Directors owe a legal duty of fidelity to the Columbia Association.  That means, under the law, they must put the interests of CA above those of their Village, those of their neighbors, and even their own personal interests.  In execution, this means that if the Columbia Association needed to shut down every pool in ______ Village to survive financially, the representative from _____ would be legally obligated to evaluate that choice in the context of CA's best interest.

This duty of fidelity is squeezed under a structure of contradiction.  As noted above, the members of the CA Board are elected by their individual Villages.  Self-preservation (as much as that may be tied to a thankless, nonpaying volunteer position) may be, and often is, put at odds with ones ethical and legal obligations to the organization.  One could run on a platform of dissolving the Columbia Association, but be legally prohibited from prosecuting that action once in office.

And here we come to Mr. Klein, a CA representative from Harper's Choice who was undoubtedly elected based on his opposition to the Inner Arbor Plan.  Through no fault of his own, he was put in this ethical and legal quandary that is baked into CA governance - operate for the good of the electorate or the good of the organization.  Admittedly, Mr. Klein may disagree with me as to whether he was operating for the good of CA in opposing Inner Arbor, but the duty of fidelity extends to those policies formally adopted by the organization, of which Inner Arbor would be thrice blessed.

So shake off the arguments handed to you by the 14 or so people who testify at CA Board meetings, Columbia Flier.  Get to the meat of this thing.  Is CA operating under a legally contradictory governance system?  Or should the duty of fidelity be formerly re-written under the CA By-Laws to allow for attention to one's "constituency"?

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