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Inner Arbor Trust poses conflict of interest questions for CA

By Luke Lavoie, llavoie@tribune.com

9:26 AM EDT, May 1, 2013

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While new details surrounding the Columbia Association's Inner Arbor Trust Inc., a corporation created to manage the new vision for the development of Symphony Woods Park, are emerging, one question remains unanswered.

Is there a conflict of interest in having CA board members on the Inner Arbor board?

"It's something we are very mindful of," said Gregg Schwind, the lone active CA board member serving on the Inner Arbor board.

"Right now, I don't see it as a conflict of interest. In the future, there may be certain issues that come before the board that may present a conflict. But right now there is no conflict."

The "Trust," which is legally defined as a corporation, was created to be a 501(c)(3) nonprofit organization that solicits tax deductible donations and grants to help fund the Inner Arbor Plan, which proposes an arts village, new CA headquarters, two performing arts theaters and three restaurants on the eastern side of Symphony Woods.

The trust will be managed by a five-member Inner Arbor board, which, when planned, was intended to include the CA president, two CA board members and two non-CA annual charge payers.

Before last month's CA elections, Schwind and Long Reach representative Ed Coleman were elected by the CA board to serve on the Inner Arbor board. But Coleman no longer is on the board, having lost his re-election bid to Russ Swatek.

The only other known Inner Arbor board member is CA President Phil Nelson.

Although Schwind does not see a conflict of interest, other CA board members do.

"It's definitely a conflict of interest," said Oakland Mills representative Alex Hekimian. "This is another entity altogether. It's not a committee of the CA board. It is its own corporation that has its own agenda."

Swatek, who originally raised the question before the elections, cites CA's code of ethics for senior management.

According to the document, a board member or senior management member has a conflict of interest when, as a trustee of another entity not "controlled, owned or managed by CA," the member enters into a contract or dealing with CA.

The only exceptions to the clause are the 10 village associations and Friends of Columbia Inc., a nonprofit set up in 2006 to receive grants for CA projects.

At an April 25 meeting of the CA board, Nelson said there will be some issues brought by the Inner Arbor board to the CA board where Inner Arbor members will have to recuse themselves, but that "right now we don't understand which issues those are."

Meanwhile, while conflict of interest questions surround Schwind and Nelson, Coleman's loss raises another question.

Will he, or should he, serve on the Inner Arbor board representing CA although his term on the CA board has ended?

Coleman said he intends to serve out his term, the length of which has not yet been established.

Term limits will be defined in the by-laws and articles of incorporation of the corporation, which are expected to be approved in May, Schwind said.

"The CA board elected Ed and myself without any conditions on what happens in the upcoming elections," Schwind said. "Right now, Ed was selected to be on the Inner Arbor board. As far as I know, he is staying on the board."