At its Jan. 26 meeting, the Columbia Association board of directors voted to issue a request for proposal to conduct a global search for a new president following Lakey Boyd’s resignation.
The vote passed, despite calls from two board members and many residents to heal the board’s integrity and legitimacy by waiting until after the upcoming board elections in April.
Adding to the board’s many challenges is the fact that three of its members — one quarter of the board — and its own general counsel have resigned since November.
The public has also registered continued frustration at the board’s seemingly cavalier attitude toward recommendations to improve its ethics program and policies. The recommendations were informed by a report from the advisory law firm Venable, based on the firm’s observations and experience with professional expertise and best practices.
Among the recommendations: use mediation to improve communications and regain trust between board and staff; mandatory training for board members on their duties and responsibilities; avoidance of conflicts of interest while serving on other boards; and the consolidation and streamlining of the CA’s ethics policies and procedures.
Jim Young, who has served on the CA’s Audit Committee for 12 years under three different presidents and various boards, had harsh words when he submitted the recommendations: “I can honestly say that I’ve never experienced greater dysfunction between the board and senior leadership as exists today.”
The board has adopted three of the Audit Committee’s recommendations. As for the fourth, at the time this issue went to press the board was still trying to precisely define how conflict of interest concerns should be applied to its members who also serve on the Inner Arbor Trust and Village Boards.
The writers behind The Merriweather Post, a local blog about downtown Columbia, have chronicled the ins and outs of the board’s dysfunction.
“I think the Symphony of Lights settlement was a turning point in the relationship, but the events can’t be chalked up to one thing,” said blogger Michael Golibersuch.
To him, initiating an RFP to work with a search firm isn’t a big deal, but could become one if the board moves beyond the RFP to define the parameters of what they’re looking for in the next president and CEO.
Another fundamental problem that Golibersuch sees is the appearance that some board members do not believe in the existence of any restraints on their power. “They think their passion and love for the community, which is genuine, is enough to ensure they will always act in ways beneficial to the community. They are wrong in this regard.”
Christina Lewellen, executive director of the Association of Technology Leaders in Independent Schools in Virginia, has extensive experience with association management and suggests that a quick read of the CA board’s maneuverings indicates the members are operating from “a place of ignorance” rather than ill intent.
“When something goes off the rails like this it’s difficult to get it back, but there are best practices and other organizations dedicated to making sure this work happens in a healthy, sustainable way,” she said.
BoardSource, for instance, helps nonprofit organizations with board training, and the American Society of Association Executives also helps manage and ensure that boards have proper training and onboarding.
In her own experience, Lewellen has had to deal with maturing governance, moving the ATLIS board from being a hands-on, micromanaging body to a more strategic entity.
“What most boards don’t understand is that they’re supposed to define the what, and their president is supposed to figure out the how,” she said. “That’s a healthy relationship.”
Board members should also realize that they need training to prevent disastrous unintended consequences, she said.
“In order to have directors and officers insurance to protect board members and the association, there are a series of expectations — do you have conflict of interest policies and do you make everybody go through training,” Lewellen said. “Insurance companies want to make sure board members operate on the up and up, and if not, they can drop you.”
The biggest looming unintended consequence for Columbia may be the quality of the candidates who apply for the job of CA president after considering what happened with Boyd.
“Absent a large turnover in board members that would allow our community to hang an ‘under new management sign’ on the job description, I hope the board members understand what they are looking for themselves,” Golibersuch said. “In the last search they were explicit in seeking a strong, visionary leader to be the public face of the organization, but it seems the board really wanted someone who would toe their line and not push back when they are making poor decisions.”
In terms of best practices in a search for a new president, defining the criteria and needs to fill that position is best left to a certified, credentialed and experienced party, because “board members are not [expected] to know this stuff,” Lewellen said. “The partnership between a board and president can be incredibly powerful if everybody knows their role to play, and more importantly what role they are not responsible for.”