Subject: Board Operations Committee Meeting Monday, March 31, 2014 at 7:00 p.m. CA Board Room AGENDA

Transcription

1 March 25, 2014 To: From: cc: Michael Cornell Brian Dunn Russ Swatek Phil Nelson Andrew Stack, Board Chair Columbia Association Board of Directors Rob Goldman, Governance Chief of Staff Sheri Fanaroff Subject: Board Operations Committee Meeting Monday, March 31, 2014 at 7:00 p.m. CA Board Room AGENDA 1. Call to Order 2. Announcement of Closed/Special Meetings Held/To Be Held 1 min. 3. Approval of Agenda 1 min. 4. Approval of Minutes March 6, min. 5. Resident Speakout TBD 6. Finalize Proposed Agendas for upcoming Board of Directors Meetings 30 min. a. Review Proposed Draft April 10, 2014 (15 min.) b. Review Proposed Draft April 24, 2014 (15 min.) 7. Administrative Items Arising from the BOC Job Description 95 min. a. Board of Directors Committee Structure (40 min.) b. Recommendation to Approve Report from the BOC Sub- Committee on Advisory Committees (2 nd Discussion/Vote) (15 min.) c. Review End-of-Year Report Board Operations Committee (10 min.) d. Suggested FY 15 Goals and Objectives for President/CEO (30 min.) 8. Tracking Form 2 min. 9. Talking Points 2 min. 10. Adjournment Approximately 9:00 p.m.

2 FY 14 Tracking Form Board Operations Committee March 24, Submitted to Committee by (name): A B C D E F G H I Date sent to Committee BOC 5/1/2013 Description of Topic Planning for the President/CEO Mid- Year Review 1st Reading Will be placed on the BOC meeting agenda Date Due to Board Extensions Date sent to CA Board Recommendation of the Committee Dates established for the mid-year review process. Board Action BOC 5/1/2013 BOC 5/1/2013 Russ Swatek 6/3/2013 Planning for the President/CEO Annual Review and Compensation Decision Planning for the Proposed Goals and Objectives for the President/CEO for FY 15 Review Board Directives and Policies to ensure there are no conflicts between individual Directives and Policies Will be placed on the BOC meeting agenda Will be placed on the BOC meeting agenda Draft forms reviewed by the BOC on BOC approved the template for the Annual Review Form. Changes to the Bonus Calculation Form were recommended and approved by the BOC. The timeline for planning the President/CEO Annual Review and Compensation Decision was approved by the BOC on The timeline for planning the Proposed Goals for the President/CEO for FY 15 was approved by the BOC on Memo detailing updates made on the CA website to-date sent on to Russ Swatek.

3 FY 14 Tracking Form Board Operations Committee March 24, Submitted to Committee by (name): A B C D E F G H I Date sent to Committee Description of Topic 1st Reading Date Due to Board Extensions Date sent to CA Board Recommendation of the Committee Board Action 6 7 Cynthia Coyle 11/4/2013 Tom O'Connor 3/3/2014 Revision to the President/CEO Bonus Process Will be placed on an upcoming CY 2014 BOC meeting agenda Revision to the Board Committee Meeting Structure 3/3/2014 Placed on the BOC meeting agenda. Revised form incorporating changes requested at the BOC meeting attached to the agenda. Revision to the form for the President/CEO Bonus Process was approved by the BOC on Topic was discussed at the BOD meeting. Referred back to BOC for additional discussion. On the BOC agenda for the meeting.

4 Goals & Objectives for FY April 2013 Goals: 1. Through our amenities CA provides the highest caliber services and the maximum rate of return on their investment in CA to residents, customers and users. 2. CA s services, programs and amenities provide enjoyment, wellness, education and opportunities for involvement that add value to community members. 3. CA s facilities and programs are continually evaluated, enhanced and improved to reduce Columbia s overall carbon footprint while providing a comprehensive environmentally viable platform for the future. 4. CA utilizes available financial resources and partnerships to offer residents, users and customers the highest quality facilities, services and programs at the most reasonable price possible. 5. CA explores and implements innovative initiatives that continue the vision and mission of James Rouse while preparing for the future s uncertainties and possibilities. These five goals will be achieved through 5 program elements that will serve as CA s focus for FY A. Community Service Element B. Value Added Element (Life & Property) C. Enhanced Environment Element D. Community Sustainability Element E. Financial Stewardship Element Objectives: A. Community Service Element: 1. Community Service programs will demonstrate a commitment to all sectors of the greater community and will deliver the highest quality programming in the areas of recreation, education, wellness, and community involvement and will recognize (promote/celebrate/encourage) community diversity, (addressing multi-generational needs) generational differences and connecting the community. 2. CA will fully implement Center s for Innovation and Integration with the primary purposes of eliminating weak spots in the organization and using the Center s output information to better prepare for the future and better serve the community. 3. CA will develop more comprehensive methods of interactive (two-way) communication to ascertain, respond to, and incorporate public input on projects or other proposals prior to developing implementation logistics. 4. CA will develop more comprehensive methods of interactive (two-way) communication with CA Team Members so that purposes and intents of programs, construction activities and other details falling under the purview of Team Member commitments are truly supported. Backing will come in the forms of training programs, proper equipment, and support from everywhere in the organization. FY-2014 Goals & Objectives Page 1

5 Primary Measures: i. Develop new communications tools and improve CA web site to foster better communications with residents and users. ii. Focus on generational diversity; improved volunteer culture in Columbia to help others empower change and assist neighbors. iii. Develop a unified communications strategy. Other Possible Measurable Programs/Tasks: i. Focus on adding developing measurable benchmarks for value to life and property. ii. Implement software that measures community reaction to programs or projects. B. Value Added Element: 1. CA will develop measurement standards that will help to indicate fitness and educational programs that will provide quantitative and qualitative benefits to users of CA programs and facilities. 2. CA will continue to measure its economic impact on the community, state and region to ensure that CA s facilities and maintenance of all CA owned venues add value to both CA and resident properties. 3. CA will seek partnerships that will augment CA s abilities to offer programs and services to Columbia residents and those areas that could be determined to be in CA s service area. Partnerships will augment the usability of CA facilities and provide full utilization of segments of CA facilities that could or do have excess capacities. 4. CA s service delivery and product arrays will be designed to provide a comprehensive positive impact on individuals lives in the areas of exercise, nutrition, human behaviors, and knowledge. Primary Measures: i. Economic impact analysis. ii. Determine fitness levels via health programs/projects. iii. Determine a baseline to enable future measuring of items such as increased participation at our facilities, memberships, participation by seniors, etc. Other Possible Measurable Programs/Tasks: i. Using our school-age services, work with school district to develop anti-childhood obesity programs. ii. Determine generational programs that are based on quantifiable standards. C. Enhanced Environment Element: 1. CA will seek to upgrade and enhance company owned buildings with equipment and fixtures that will reduce our overall carbon footprint, while maintaining quality and services. 2. CA will seek out contractors and suppliers who utilize and propose environmentally supportive practices in construction and product development. FY-2014 Goals & Objectives Page 2

6 3. All new facilities or upgraded existing facilities will meet LEED standards as well as use Energy Star rated equipment. 4. CA will review and update maintenance practices for CA property in order to take steps that minimize our carbon footprint and set an example of sustainable practices for the community. 5. CA will be a leader in recycling. 6. CA will implement the Active Transportation Plan. Primary Measures: i. Reduce natural resource use and overall carbon footprint of CA and assist Columbia homeowners to reduce energy usage. ii. Reduce storm water flow and velocity, work with County and State to reduce upstream flows, and implement Lake and Pond sustainability program. iii. Recycling will be implemented in all CA-owned facilities and in outdoor spaces where the community gathers, such as the Lakefront, picnic areas, etc. and CA will engage in outreach activities to encourage other community leaders, businesses, etc. to recycle. D. Community Sustainability Element: 1. CA will adopt a facility and structure planning guideline that considers (a) demographic changes, (b) flexible uses of structures to meet ongoing demographic changes, (c) accommodate multiple uses, (d) long term environmental sustainability practices, and (e) fiscal restraints. 2. CA will develop comprehensive interactive means to communicate what s happening at CA and why planning and re-planning programs, services and facilities will have to flex with new or changing community factors. 3. With an understanding that change is inevitable, CA will employ a new balance of the philosophies of James Rouse based on forward focused strategies and planning for new population demands. CA must move forward with knowledge gained from lessons learned in the past without reliving the past. 4. CA is a significant part of the present of the Columbia community, Howard County and the region. Now is the time for CA to use community experience and expertise to develop a blueprint that shows that Columbia and Howard County can be the new beacon and standard for the future of Columbia. CA is a significant stakeholder/partner/plays a significant role in the Columbia community, Howard County and the region. Moving forward CA must use community experience, expertise, and apply forward-thinking approaches to develop a mosaic showing that Columbia and Howard County can set a new standard and serve as a beacon for the region s future. Primary Measures: i. Determine criteria for how future venues/facilities can provide benefit to current users, and can be changed or repurposed to meet future uses. ii. Developing investment protocol for capital projects that focus on CA s preparation for the future. iii. Develop fitness facilities master plan. FY-2014 Goals & Objectives Page 3

7 Other Possible Measurable Programs/Tasks: i. Implement/complete Category I and II projects (examples: HG Clubhouse, dog park, indoor tennis club, etc.). ii. Develop more community based teams (including residents) to plan for the future (examples: HG Clubhouse, Aquatics, Pathways). iii. Develop and begin implementing program to address ADA concerns. E. Financial Stewardship Element: 1. CA will monitor income and expense levels to confirm that there will be sufficient resources to offer competitive and high quality facilities, programs and venues. 2. CA will seek relevant partnerships that could or will stretch the value of CA investments in new or upgraded facilities, programs and services. 3. CA will determine an annual level of investment in capital facilities and will project investment for a minimum of 5 years. Levels of investment will be determined by factors developed by the various Service Bureaus and confirmed by the Financial Services Bureau. 4. CA will base continued investment in programs and facilities on factors that include, but that are not limited to: program/facility usage and relevance, value factors to life or property, life experiences, community livability and projected/forecasted future needs of the community. Primary Measures: i. Meet fiscal targets. ii. Look at partnerships that could inject operational expertise or capital into new ventures or repurposing existing venues. iii. Meet or exceed MBE and Local Business targets. Other Possible Measurable Programs/Tasks: i. Determine logical and achievable income totals based on review of membership totals, demographic impact on memberships or use of programs and other related data. ii. Determine logical and acceptable investments in both operating and capital systems that consider the future and potential users of CA owned facilities. iii. Base investment into existing facilities on demographic possibilities, planned investments, and CA s financial and resource capacities and capabilities. FY-2014 Goals & Objectives Page 4

8 Board Operations Committee Annual Report FY 2014 The FY14 Board Operations Committee was composed of Andrew Stack (Board Chair), Russ Swatek (External Relations), Michael Cornell (Planning and Strategy), Brian Dunn (Strategic Implementation) and Phil Nelson (President). Accomplishments Developed Board meeting Agendas each month. Approved the FY15 BOD Orientation, Organization, and Training Calendar. Oversight of the development of the President s goals for FY14. Oversight of President s Annual Evaluation Process. Approved a revision to the scoring system on the form used for the President/CEO Bonus Award. Agreed to add a Conflict of Interest Inquiry at every Board meeting which will be asked after the Board meeting agenda has been approved. Agreed to hold an hour-long discussion on Board meeting processes and on Board selfevaluation twice a year, at the end of Board meetings in August and February. Formed a subcommittee to review the Advisory Committees and to standardize the charters for the Advisory Committees. Approved an amendment to the Three-Reading Rule raising the expenditure threshold from $25,000 to $50,000. Standing Agenda Items & Agenda Items Initiated in FY14 but not yet fully addressed Develop Board Meeting Agendas each month. Oversight of development of President s FY15 Goals. Oversight of process for both the six-month and Annual Review of the President s performance. Recommend which minutes from Board/Committee closed meetings be approved by the Board of Directors for public release. Review of the Board Committee meeting structure.

9 DATE: January 30, 2014 Updated February 19, 2014 Updated March 10, 2014 TO: FROM: RE: Board Operating Committee Sub-Committee on Advisory Committees: Suzanne Waller, Nancy McCord, Russ Swatek Recommendations of Sub-committee The sub-committee on Advisory Committees has met several times since October 2013 to discuss ways to enhance the effectiveness of CA s Advisory Committees program. The committee perused the July 16, 2012 report to the BOC on Advisory Committees, studied the Reston Association Advisory Committee system and related paperwork, discussed a variety of ideas and concepts, and members of the sub-committee attended meetings of most of CA s active Advisory Committees. Based on all of the above, the sub-committee recommends that the BOC and Board of Directors consider the following: 1. That the charters for all Advisory Committees be standardized by including: a. A requirement to submit an Annual Report that is authorized by the committee to the board in June each year. Staff will develop a template for this report. b. A requirement that each committee make an annual visit to a CA Board meeting to discuss the work of the committee with the Board. c. That the CA Board, in collaboration with the Advisory Committee and CA Staff, develop an annual charge for each committee that is aligned with both CA s Strategic Plan and the President s goals and objectives, in July of each year. The Advisory Committee may add to the charge by going to the External Relations Committee, who will vet the additions and then bring to the CA Board. d. A requirement that each Advisory Committee provide budget testimony that is authorized by the committee each year during the budget process, if that committee is requesting budgetary funds. e. A note that Advisory Committees are not authorized to direct or oversee the day-to-day work of staff.

10 2. That a Board Member attend a meeting of each Advisory Committee each year Every year each Advisory Committee will be visited by a Board member at least once. A designated Board Committee will be responsible for assignments.. 3. That the name, picture and address of each Advisory Committee s chairperson be posted online, and all s should be forwarded to all committee members. 4. That Advisory Committee meeting, dates, times and location be posted on CA s online calendar (staff liaison to each committee would have this responsibility). 5. That Advisory Committee meeting agendas and minutes be listed online along with CA Board and CA Board Committee agendas and minutes. 6. A requirement that updates from each Advisory Committee would be included in the President s Report at least quarterly (staff liaison to each committee would have this responsibility). 7. The ERC or a new Board Committee would have responsibility for oversight and facilitation of the entire Advisory Committee program. 8. A separate document that details all chief staff liaison duties and responsibilities should be developed. 9. Advisory Committee charters and current charges should be printed online. The sub-committee looks forward to discussing these recommendations with the BOC at the February 27, 2014 BOD meeting.

11 To: CA Board of Directors From: CA Management Subject: Options for Committee Structures Date: March 24, 2014 Background: At the last BOC Meeting, Tom O Connor presented a proposal to return to the Committee System where Committees would meet on separate nights from the regular Board meetings. About four years ago, Committee meetings were consolidated to have the Committees meet during the regular Board meetings since staff and Board members had to attend as many as eight meetings per month. At the BOC meeting, Management was instructed to prepare an option for conducting Committee meetings, and to prepare an option to eliminate the committee system entirely. Legal Considerations There are no legal requirements that mandate a committee system, but once committee\s are formed, they must comply with any adopted Board policy, or State and/or Federal statutes. Options: Option 1: Return to separate Committee meetings: Pros: Cons: Separate meetings would give the committees adequate time to discuss issues that are of importance in meeting policy development and implementation. If the committees meet once per month and the Board meets on the last Thursday of each month, plus including the BOC and Audit Committee meetings, Board Members could be attending six meetings per month. For those who do not attend a certain committee meeting, a full discussion could be required at some point so that everyone is operating from the same page with the same information. If the Board still wants to hold three hearings on certain items, those 1

12 specific items could take over three months to see final action by the Board of Directors. If each of the committees wanted to meet twice per month, agenda preparation and backup information would be non-stop. If the BOC continues to operate as well as the Audit and Risk Management Committees, those Board Members who attended each of the Committee meetings could be going to eight committee meetings per month, plus two Board meetings. The months where the Audit Committee meets would result in attending ten meetings that particular month. It was also mentioned that the Board should consider holding meetings at different sites around the community. If the Board chooses to do so, CA would have to make minimal investment in portable meeting recording devices. Currently, the Board is asking to upgrade the meeting room with Skype capabilities. CA would also have to have some portable Internet Connectivity device to make sure that everyone who wants to be in attendance can do so. These should be minimal expenses. Option 2: Eliminate The Board Committee System: This option would entail eliminating the Planning and Strategy Committee, the Strategic Implementation Committee and the External Relations Committee. A proposed process is indicated below in the recommendation section of the memo. Pros: Cons: Meetings could be shorter if all of the Board and Management were concentrating on a limited number of elements that are related to roles and responsibilities of the Board and Management. The number of meetings could be kept to three per month including the Board Operations Committee Meeting. Due to the sensitivity of some of the information examined by the Audit and Risk Management Committees as well as the makeup of the Committee, it is recommended that the both committees remain as is. Review of individual agenda items could seem rushed by some Board members and residents. Preparation of Board agendas might seem to be limited to those developing the agendas. Option 3: Do-Nothing: This option leaves the committee system as it currently exists. 2

13 Recommendations: Policy Correlation: (How does the item meet the Boards Goals and Objectives?) The heading of this section is the key to the entire situation. There seems to be a severe disconnect on Board and Management roles. The primary responsibility of the Board is to set policy. The Board also has some oversight responsibilities to ensure that the organization is operating efficiently and in accordance to Board Policies and Key Performance Indicators. If the Board wants something to change, the Board should set a clear and direct policy stating what the Board wants. The Board should work closely whether it s in a committee or the entire Board to set Board expectations rather than each member of the Board setting their own expectations, and then forming perceptions that Management did not meet their personal and individual expectations. A natural process would be for the Board to annually review its strategic goals, and amend any goal that is out of date or that needs to be changed to better prepare the organization for the future. Once the Board s goals are determined ready, development of the President s Goals should reflect the Board s strategic goals. The Board and Management then work together to develop new policy requirements as well as action plans that should be developed and implemented to meet the Board s strategic goals. The Board s oversight functions then become receiving updates at Board meeting to ensure that Management is meeting the Board s expectations and that all resources are being used in the best manner to meet community expectations in terms of safety, accessibility, entertainment, and customer service. Agenda preparation for Board Meetings is then based on how Management is meeting the Board s Goals (expectations) through the President s Goals. The President s Report then becomes a status update on what Management is doing to implement the action plan (the budget and capital improvements plan) and through the development of master plans such as the Aquatics, Older Adult, Village Center Revitalization, etc. It is suggested that future agendas be reformatted to the following priority sections: Policy Updates, Amendments, Initiation Policy Implementation o Current Project updates (President s Report) o Project implementation in conformance with Goals and Objectives o Financial updates as correlated with Goals and Objectives o Program updates as correlated to Goals and Objectives and user service Next Agenda Items 3

14 Draft As of April 18, 2014 To: From: Columbia Association Board of Directors Advisory Committee Chairpersons Village Board Chairs Village Managers Members of the Press CA Management Andrew Stack, Board Chair The Columbia Association Board of Directors Meeting will be held on Thursday, April 24, 2014 at 7:30 p.m. at the Columbia Association Building, Wincopin Circle, Columbia, MD AGENDA 1. Call to Order (Announce Directors/Staff in Attendance) 1 min. 2. Announcement of Closed/Special Meetings Held/To Be Held 1 min. 3. Approval of Agenda 1 min. 4. Disclosure of Conflicts of Interest 1 min. 5. Approval of Minutes April 10, min. 6. Resident Speakout 15 min. 7. Chairman s Remarks 3 min. 8. President s Report See written report Follow-Up Questions from the BOD 10 min. 9. Chairs Reports 16 min. (a) Board Operations Committee (4 min.) (b) External Relations Committee (4 min.) (c) Planning and Strategy Committee (4 min.) (d) Strategic Implementation Committee (4 min.) 10. Recommendations for Board Action (a) Consent Agenda (b) Recommendations for Action 1. Approve Suggested FY 2015 Goals and Objectives for the President/CEO (pending PSC meeting discussion on ) (10 min.) 2. Approve Plan for Serving the Older Adult Community (pending discussion on ) (5 min.)

15 11. Special Topics and Presentations xx min. (a) (b) (c) (d) 12. Committee Agendas (a) External Relations Committee xx min. 1. Discussion (a) Review End-of-Year Report (10 min.) (b) (c) (d) Committee Tracking Form (5 min.) (b) Strategic Implementation Committee xx min. 1. Discussion (a) Review End-of-Year Report (10 min.) (b) Policy re: Employee Compensation Payments (10 min.) (c) Proposed Long-Term Debt Issuance (2 nd Discussion (20 min.) (d) (e) (f) Committee Tracking Form (5 min.) 13. Reports 12 min. (a) End-of-Year Report Board Operations Committee (2 min.) (b) End-of-Year Report Audit Committee (2 min.) (c) End-of-Year Report External Relations Committee (2 min.) (d) End-of-Year Report Planning and Strategy Committee (2 min.) (e) End-of-Year Report Risk Management Committee (2 min.) (f) End-of-Year Report Strategic Implementation Committee (2 min.) 14. Tracking Forms 5 min. (a) Tracking Form for Board Requests (b) Tracking Form for Resident Requests 15. Talking Points 2 min. 16. Adjournment No Later than 11:00 p.m. (Expected Ending Time: Approximately XX:XX p.m.) 17. Closed Meeting of the CA Board of Directors follows adjournment of the Open Meeting Next Board Meeting: Thursday, May 8, 2014 ARRANGEMENTS FOR AN INTERPRETER FOR THE HEARING IMPAIRED CAN BE MADE BY CALLING AT LEAST THREE DAYS IN ADVANCE OF THE MEETING. CA Mission Statement Working every day in hundreds of ways to make Columbia an even better place to live, work, and play. CA Vision Statement Making Columbia the community of choice today and for generations to come.

16 Draft As of April 4, 2014 To: From: Columbia Association Board of Directors Advisory Committee Chairpersons Village Board Chairs Village Managers Members of the Press CA Management Andrew Stack, Board Chair The Columbia Association Board of Directors Meeting will be held on Thursday, April 10, 2014 at 7:30 p.m. at the Columbia Association Building, Wincopin Circle, Columbia, MD AGENDA 1. Call to Order (Announce Directors/Staff in Attendance) 1 min. 2. Announcement of Closed/Special Meetings Held/To Be Held 1 min. 3. Approval of Agenda 1 min. 4. Disclosure of Conflicts of Interest 1 min. 5. Approval of Minutes March 27, min. 6. Resident Speakout 15 min. 7. Chairman s Remarks 3 min. 8. President s Remarks; Follow-Up Questions from the Board Members 10 min. 9. Committee Chairs Reports 16 min. (a) Board Operations Committee (4 min.) (b) External Relations Committee (4 min.) (c) Planning and Strategy Committee (4 min.) (d) Strategic Implementation Committee (4 min.) 10. Recommendations for Board Action (a) Consent Agenda (b) Recommendations for Action 1. Approve Report from the BOC Subcommittee on Advisory Committees (pending discussion by BOC on ) (5 min.)

17 11. Special Topics and Presentations xx min. 12. Committee Agendas (a) Planning and Strategy Committee 72 min. 1. Discussion (a) Discussion of Plan for Serving the Older Adult Community (2 nd Discussion) (20 min.) (b) Update on the Study of Village Centers (15 min.) (c) Discuss Suggested Goals and Objectives for President/CEO for FY 15 (25 min.) (d) Review End-of-Year Report (10 min.) (e) Committee Tracking Form (2 min.) 13. Tracking Forms 5 min. (a) Tracking Form for Board Requests (b) Tracking Form for Resident Requests 14. Talking Points 2 min. 15. Adjournment No Later than 11:00 p.m. (Expected Ending Time: Approximately XX:XX p.m.) Next Board Meeting: Thursday, April 24, 2014 ARRANGEMENTS FOR AN INTERPRETER FOR THE HEARING IMPAIRED CAN BE MADE BY CALLING AT LEAST THREE DAYS IN ADVANCE OF THE MEETING. CA Mission Statement Working every day in hundreds of ways to make Columbia an even better place to live, work, and play. CA Vision Statement Making Columbia the community of choice today and for generations to come.

18 DRAFT MINUTES BOARD OPERATIONS COMMITTEE HELD: MARCH 6, 2014 To be Approved: March 31, 2014 The regular meeting of the Board Operations Committee was held on Thursday, March 6, 2014 at 8:30 p.m. at the Columbia Association Building. Present were Andrew Stack, Chair; and members Michael Cornell, Brian Dunn, Russ Swatek, and Phil Nelson, President. Also present were Chief Staff Liaisons Jane Dembner and Susan Krabbe. Board Members Cynthia Coyle, Alex Hekimian, Nancy McCord, Tom O Connor, Gregg Schwind, and Suzanne Waller were also present. 2. Announcement of Closed/Special Meetings Held/To Be Held: A closed meeting of the Columbia Association Board of Directors will be held on March 6, 2014 following adjournment of the Board Operations Committee meeting. 3. Approval of the Agenda: Russ Swatek moved to approve the agenda; Michael Cornell seconded. The vote to approve was unanimous. 4. Approval of the Minutes: Michael Cornell moved to approve the minutes of the February 3, 2014 meeting. Brian Dunn seconded. The vote to approve the minutes was unanimous. 5. Resident Speakout: There were no residents for Resident Speakout. 6. Approval of the Draft Agenda for the March 13, 2014 Board Meeting: Andrew Stack requested a vote to approve the agenda for the March 13, 2014 Board of Directors meeting as amended. The vote to approve the agenda was unanimous. 7. Approval of the Draft Agenda for the March 27, 2014 Board Meeting: Michael Cornell moved to approve the agenda as amended; Brian Dunn seconded. The vote to approve the agenda was unanimous. 8. End of Year Reports from Board Committees: Andrew Stack reminded Committee Chairs that end-of-year reports are due. 9. Board Committee Meeting Structure: Tom O Connor reviewed his proposal to alter the Board Committee meeting structure and in particular to break out the Committee meetings from the Board meetings. Suggestions included (i) implementing any changes during the next fiscal year and (ii) dropping the committee system altogether but keeping the Board Operations Committee for setting agendas. Andrew Stack asked Staff to prepare recommendations for discussion at the next Board Operations Committee meeting. 10. Tracking Form: Review of tracking form. 11. Talking Points: Presented by Alison Mathieson 12. Adjournment: The meeting adjourned at 9:30 p.m. Respectfully submitted, Alison Mathieson Recording Secretary

19 DRAFT MINUTES BOARD OPERATIONS COMMITTEE HELD: MARCH 6, 2014 To be Approved: March 31, 2014 The regular meeting of the Board Operations Committee was held on Thursday, March 6, 2014 at 8:30 p.m. at the Columbia Association Building. Present were Andrew Stack, Chair; and members Michael Cornell, Brian Dunn, Russ Swatek, and Phil Nelson, President. Also present were Chief Staff Liaisons Jane Dembner and Susan Krabbe. Board Members Cynthia Coyle, Alex Hekimian, Nancy McCord, Tom O Connor, Gregg Schwind, and Suzanne Waller were also present. 2. Announcement of Closed/Special Meetings Held/To Be Held: A closed meeting of the Columbia Association Board of Directors will be held on March 6, 2014 following adjournment of the Board Operations Committee meeting. 3. Approval of the Agenda: Russ Swatek moved to approve the agenda; Michael Cornell seconded. The vote to approve was unanimous. 4. Approval of the Minutes: Michael Cornell moved to approve the minutes of the February 3, 2014 meeting. Brian Dunn seconded. The vote to approve the minutes was unanimous. 5. Resident Speakout: There were no residents for Resident Speakout. 6. Approval of the Draft Agenda for the March 13, 2014 Board Meeting: Andrew Stack requested a vote to approve the agenda for the March 13, 2014 Board of Directors meeting as amended. The vote to approve the agenda was unanimous. 7. Approval of the Draft Agenda for the March 27, 2014 Board Meeting: Michael Cornell moved to approve the agenda as amended; Brian Dunn seconded. The vote to approve the agenda was unanimous. 8. End of Year Reports from Board Committees: Andrew Stack reminded Committee Chairs that end-of-year reports are due. 9. Board Committee Meeting Structure: Tom O Connor reviewed his proposal to alter the Board Committee meeting structure and in particular to break out the Committee meetings from the Board meetings. Suggestions included (i) implementing any changes during the next fiscal year and (ii) dropping the committee system altogether but keeping the Board Operations Committee for setting agendas. Andrew Stack asked Staff to prepare recommendations for discussion at the next Board Operations Committee meeting. 10. Tracking Form: Review of tracking form. 11. Talking Points: Presented by Alison Mathieson 12. Adjournment: The meeting adjourned at 9:30 p.m. Respectfully submitted, Alison Mathieson Recording Secretary

20 Draft As of April 4, 2014 To: From: Columbia Association Board of Directors Advisory Committee Chairpersons Village Board Chairs Village Managers Members of the Press CA Management Andrew Stack, Board Chair The Columbia Association Board of Directors Meeting will be held on Thursday, April 10, 2014 at 7:30 p.m. at the Columbia Association Building, Wincopin Circle, Columbia, MD AGENDA 1. Call to Order (Announce Directors/Staff in Attendance) 1 min. 2. Announcement of Closed/Special Meetings Held/To Be Held 1 min. 3. Approval of Agenda 1 min. 4. Disclosure of Conflicts of Interest 1 min. 5. Approval of Minutes March 27, min. 6. Resident Speakout 15 min. 7. Chairman s Remarks 3 min. 8. President s Remarks; Follow-Up Questions from the Board Members 10 min. 9. Committee Chairs Reports 16 min. (a) Board Operations Committee (4 min.) (b) External Relations Committee (4 min.) (c) Planning and Strategy Committee (4 min.) (d) Strategic Implementation Committee (4 min.) 10. Recommendations for Board Action (a) Consent Agenda (b) Recommendations for Action 1. Approve Report from the BOC Subcommittee on Advisory Committees (pending discussion by BOC on ) (5 min.)

21 11. Special Topics and Presentations xx min. 12. Committee Agendas (a) Planning and Strategy Committee 72 min. 1. Discussion (a) Discussion of Plan for Serving the Older Adult Community (2 nd Discussion) (20 min.) (b) Update on the Study of Village Centers (15 min.) (c) Discuss Suggested Goals and Objectives for President/CEO for FY 15 (25 min.) (d) Review End-of-Year Report (10 min.) (e) Committee Tracking Form (2 min.) 13. Tracking Forms 5 min. (a) Tracking Form for Board Requests (b) Tracking Form for Resident Requests 14. Talking Points 2 min. 15. Adjournment No Later than 11:00 p.m. (Expected Ending Time: Approximately XX:XX p.m.) Next Board Meeting: Thursday, April 24, 2014 ARRANGEMENTS FOR AN INTERPRETER FOR THE HEARING IMPAIRED CAN BE MADE BY CALLING AT LEAST THREE DAYS IN ADVANCE OF THE MEETING. CA Mission Statement Working every day in hundreds of ways to make Columbia an even better place to live, work, and play. CA Vision Statement Making Columbia the community of choice today and for generations to come.

22 Draft As of April 18, 2014 To: From: Columbia Association Board of Directors Advisory Committee Chairpersons Village Board Chairs Village Managers Members of the Press CA Management Andrew Stack, Board Chair The Columbia Association Board of Directors Meeting will be held on Thursday, April 24, 2014 at 7:30 p.m. at the Columbia Association Building, Wincopin Circle, Columbia, MD AGENDA 1. Call to Order (Announce Directors/Staff in Attendance) 1 min. 2. Announcement of Closed/Special Meetings Held/To Be Held 1 min. 3. Approval of Agenda 1 min. 4. Disclosure of Conflicts of Interest 1 min. 5. Approval of Minutes April 10, min. 6. Resident Speakout 15 min. 7. Chairman s Remarks 3 min. 8. President s Report See written report Follow-Up Questions from the BOD 10 min. 9. Chairs Reports 16 min. (a) Board Operations Committee (4 min.) (b) External Relations Committee (4 min.) (c) Planning and Strategy Committee (4 min.) (d) Strategic Implementation Committee (4 min.) 10. Recommendations for Board Action (a) Consent Agenda (b) Recommendations for Action 1. Approve Suggested FY 2015 Goals and Objectives for the President/CEO (pending PSC meeting discussion on ) (10 min.) 2. Approve Plan for Serving the Older Adult Community (pending discussion on ) (5 min.)

23 11. Special Topics and Presentations xx min. (a) (b) (c) (d) 12. Committee Agendas (a) External Relations Committee xx min. 1. Discussion (a) Review End-of-Year Report (10 min.) (b) (c) (d) Committee Tracking Form (5 min.) (b) Strategic Implementation Committee xx min. 1. Discussion (a) Review End-of-Year Report (10 min.) (b) Policy re: Employee Compensation Payments (10 min.) (c) Proposed Long-Term Debt Issuance (2 nd Discussion (20 min.) (d) (e) (f) Committee Tracking Form (5 min.) 13. Reports 12 min. (a) End-of-Year Report Board Operations Committee (2 min.) (b) End-of-Year Report Audit Committee (2 min.) (c) End-of-Year Report External Relations Committee (2 min.) (d) End-of-Year Report Planning and Strategy Committee (2 min.) (e) End-of-Year Report Risk Management Committee (2 min.) (f) End-of-Year Report Strategic Implementation Committee (2 min.) 14. Tracking Forms 5 min. (a) Tracking Form for Board Requests (b) Tracking Form for Resident Requests 15. Talking Points 2 min. 16. Adjournment No Later than 11:00 p.m. (Expected Ending Time: Approximately XX:XX p.m.) 17. Closed Meeting of the CA Board of Directors follows adjournment of the Open Meeting Next Board Meeting: Thursday, May 8, 2014 ARRANGEMENTS FOR AN INTERPRETER FOR THE HEARING IMPAIRED CAN BE MADE BY CALLING AT LEAST THREE DAYS IN ADVANCE OF THE MEETING. CA Mission Statement Working every day in hundreds of ways to make Columbia an even better place to live, work, and play. CA Vision Statement Making Columbia the community of choice today and for generations to come.

24 To: CA Board of Directors From: CA Management Subject: Options for Committee Structures Date: March 24, 2014 Background: At the last BOC Meeting, Tom O Connor presented a proposal to return to the Committee System where Committees would meet on separate nights from the regular Board meetings. About four years ago, Committee meetings were consolidated to have the Committees meet during the regular Board meetings since staff and Board members had to attend as many as eight meetings per month. At the BOC meeting, Management was instructed to prepare an option for conducting Committee meetings, and to prepare an option to eliminate the committee system entirely. Legal Considerations There are no legal requirements that mandate a committee system, but once committee\s are formed, they must comply with any adopted Board policy, or State and/or Federal statutes. Options: Option 1: Return to separate Committee meetings: Pros: Cons: Separate meetings would give the committees adequate time to discuss issues that are of importance in meeting policy development and implementation. If the committees meet once per month and the Board meets on the last Thursday of each month, plus including the BOC and Audit Committee meetings, Board Members could be attending six meetings per month. For those who do not attend a certain committee meeting, a full discussion could be required at some point so that everyone is operating from the same page with the same information. If the Board still wants to hold three hearings on certain items, those 1

25 specific items could take over three months to see final action by the Board of Directors. If each of the committees wanted to meet twice per month, agenda preparation and backup information would be non-stop. If the BOC continues to operate as well as the Audit and Risk Management Committees, those Board Members who attended each of the Committee meetings could be going to eight committee meetings per month, plus two Board meetings. The months where the Audit Committee meets would result in attending ten meetings that particular month. It was also mentioned that the Board should consider holding meetings at different sites around the community. If the Board chooses to do so, CA would have to make minimal investment in portable meeting recording devices. Currently, the Board is asking to upgrade the meeting room with Skype capabilities. CA would also have to have some portable Internet Connectivity device to make sure that everyone who wants to be in attendance can do so. These should be minimal expenses. Option 2: Eliminate The Board Committee System: This option would entail eliminating the Planning and Strategy Committee, the Strategic Implementation Committee and the External Relations Committee. A proposed process is indicated below in the recommendation section of the memo. Pros: Cons: Meetings could be shorter if all of the Board and Management were concentrating on a limited number of elements that are related to roles and responsibilities of the Board and Management. The number of meetings could be kept to three per month including the Board Operations Committee Meeting. Due to the sensitivity of some of the information examined by the Audit and Risk Management Committees as well as the makeup of the Committee, it is recommended that the both committees remain as is. Review of individual agenda items could seem rushed by some Board members and residents. Preparation of Board agendas might seem to be limited to those developing the agendas. Option 3: Do-Nothing: This option leaves the committee system as it currently exists. 2

26 Recommendations: Policy Correlation: (How does the item meet the Boards Goals and Objectives?) The heading of this section is the key to the entire situation. There seems to be a severe disconnect on Board and Management roles. The primary responsibility of the Board is to set policy. The Board also has some oversight responsibilities to ensure that the organization is operating efficiently and in accordance to Board Policies and Key Performance Indicators. If the Board wants something to change, the Board should set a clear and direct policy stating what the Board wants. The Board should work closely whether it s in a committee or the entire Board to set Board expectations rather than each member of the Board setting their own expectations, and then forming perceptions that Management did not meet their personal and individual expectations. A natural process would be for the Board to annually review its strategic goals, and amend any goal that is out of date or that needs to be changed to better prepare the organization for the future. Once the Board s goals are determined ready, development of the President s Goals should reflect the Board s strategic goals. The Board and Management then work together to develop new policy requirements as well as action plans that should be developed and implemented to meet the Board s strategic goals. The Board s oversight functions then become receiving updates at Board meeting to ensure that Management is meeting the Board s expectations and that all resources are being used in the best manner to meet community expectations in terms of safety, accessibility, entertainment, and customer service. Agenda preparation for Board Meetings is then based on how Management is meeting the Board s Goals (expectations) through the President s Goals. The President s Report then becomes a status update on what Management is doing to implement the action plan (the budget and capital improvements plan) and through the development of master plans such as the Aquatics, Older Adult, Village Center Revitalization, etc. It is suggested that future agendas be reformatted to the following priority sections: Policy Updates, Amendments, Initiation Policy Implementation o Current Project updates (President s Report) o Project implementation in conformance with Goals and Objectives o Financial updates as correlated with Goals and Objectives o Program updates as correlated to Goals and Objectives and user service Next Agenda Items 3

27 DATE: January 30, 2014 Updated February 19, 2014 Updated March 10, 2014 TO: FROM: RE: Board Operating Committee Sub-Committee on Advisory Committees: Suzanne Waller, Nancy McCord, Russ Swatek Recommendations of Sub-committee The sub-committee on Advisory Committees has met several times since October 2013 to discuss ways to enhance the effectiveness of CA s Advisory Committees program. The committee perused the July 16, 2012 report to the BOC on Advisory Committees, studied the Reston Association Advisory Committee system and related paperwork, discussed a variety of ideas and concepts, and members of the sub-committee attended meetings of most of CA s active Advisory Committees. Based on all of the above, the sub-committee recommends that the BOC and Board of Directors consider the following: 1. That the charters for all Advisory Committees be standardized by including: a. A requirement to submit an Annual Report that is authorized by the committee to the board in June each year. Staff will develop a template for this report. b. A requirement that each committee make an annual visit to a CA Board meeting to discuss the work of the committee with the Board. c. That the CA Board, in collaboration with the Advisory Committee and CA Staff, develop an annual charge for each committee that is aligned with both CA s Strategic Plan and the President s goals and objectives, in July of each year. The Advisory Committee may add to the charge by going to the External Relations Committee, who will vet the additions and then bring to the CA Board. d. A requirement that each Advisory Committee provide budget testimony that is authorized by the committee each year during the budget process, if that committee is requesting budgetary funds. e. A note that Advisory Committees are not authorized to direct or oversee the day-to-day work of staff.

28 2. That a Board Member attend a meeting of each Advisory Committee each year Every year each Advisory Committee will be visited by a Board member at least once. A designated Board Committee will be responsible for assignments.. 3. That the name, picture and address of each Advisory Committee s chairperson be posted online, and all s should be forwarded to all committee members. 4. That Advisory Committee meeting, dates, times and location be posted on CA s online calendar (staff liaison to each committee would have this responsibility). 5. That Advisory Committee meeting agendas and minutes be listed online along with CA Board and CA Board Committee agendas and minutes. 6. A requirement that updates from each Advisory Committee would be included in the President s Report at least quarterly (staff liaison to each committee would have this responsibility). 7. The ERC or a new Board Committee would have responsibility for oversight and facilitation of the entire Advisory Committee program. 8. A separate document that details all chief staff liaison duties and responsibilities should be developed. 9. Advisory Committee charters and current charges should be printed online. The sub-committee looks forward to discussing these recommendations with the BOC at the February 27, 2014 BOD meeting.

29 Board Operations Committee Annual Report FY 2014 The FY14 Board Operations Committee was composed of Andrew Stack (Board Chair), Russ Swatek (External Relations), Michael Cornell (Planning and Strategy), Brian Dunn (Strategic Implementation) and Phil Nelson (President). Accomplishments Developed Board meeting Agendas each month. Approved the FY15 BOD Orientation, Organization, and Training Calendar. Oversight of the development of the President s goals for FY14. Oversight of President s Annual Evaluation Process. Approved a revision to the scoring system on the form used for the President/CEO Bonus Award. Agreed to add a Conflict of Interest Inquiry at every Board meeting which will be asked after the Board meeting agenda has been approved. Agreed to hold an hour-long discussion on Board meeting processes and on Board selfevaluation twice a year, at the end of Board meetings in August and February. Formed a subcommittee to review the Advisory Committees and to standardize the charters for the Advisory Committees. Approved an amendment to the Three-Reading Rule raising the expenditure threshold from $25,000 to $50,000. Standing Agenda Items & Agenda Items Initiated in FY14 but not yet fully addressed Develop Board Meeting Agendas each month. Oversight of development of President s FY15 Goals. Oversight of process for both the six-month and Annual Review of the President s performance. Recommend which minutes from Board/Committee closed meetings be approved by the Board of Directors for public release. Review of the Board Committee meeting structure.