Three recommendations to change the Columbia Association's form of government are legally possible, but two would face "significant practical hurdles," the CA's general counsel has told its board of directors.

The board, which also acts as the Columbia Council, received that legal report from general counsel Sheri Fanaroff during a closed session Thursday night.

The board asked Fanaroff to analyze three recommendations from CA's Governance Structure Committee, which spent 15 months reviewing the association's governance, including voting rights, election rules and council terms of office that vary by village.

At a meeting Nov. 14, the board will publicly discuss the legally analyzed recommendations. They include merging the functions of the board of directors and the council, creating three-year terms for all board members, and establishing the 10 village associations as CA members.

"These were the big [recommendations]. I think now things can move faster," said Lee Richardson, chairman of the governance committee.

The board's policy committee also examined 15 other governance committee recommendations, but determined that most are in place. The policy committee presented its report to the board Thursday, but the board has not made final decisions on any of the recommendations.

Fanaroff told the board that merging the board and council appears to be the recommendation that could be most readily implemented by amending CA's organizational documents.

However, Fanaroff pointed out, doing so could create a conflict because the board of directors is obligated to act in "the best interests of the corporation," while the council members represent their constituents.

But Richardson said that reasoning is "political foolishness" because "they're the same people elected the same way."

Term lengths vary

Establishing three-year terms for the board of directors is possible by amending CA's charter, according to the legal report. But the problem is that council members appoint themselves as directors, and council members' terms vary from one to two years by village.

Changing council members' terms to three years would require amending the charter and bylaws of each of Columbia's 10 villages, which have different quorums and voting requirements, Fanaroff told the board.

The report concluded that "gathering a sufficient number of votes in each Village to effect a Charter amendment may pose a significant difficulty."

Seven of the villages - Dorsey's Search, Harper's Choice, Hickory Ridge, Kings Contrivance, Oakland Mills, Owen Brown and Wilde Lake - call for a two-thirds vote by the village board and a majority vote of the residents and property owners eligible to vote to change the village charters, according to the report.

Two villages, Long Reach and River Hill, need a two-thirds vote of a quorum - in Long Reach, a quorum equals 50 village members, and in River Hill, it equals 50 percent of the average number of votes cast at the three previous annual meetings of members.

Town Center requires a two-thirds vote of its village board and a majority vote of a quorum, with a quorum equaling 10 percent of its residents.

Richardson said three-year board terms would create "institutional stability," and now that such terms have been deemed legally possible, residents should be able to decide if they want that change.

"If the leadership in the community is generally for it, I think the people will see benefits in it," he said. "It was hard for us to find any reason not to do it."

Clarification sought

Columbia Council Chairman Miles Coffman said the board asked Fanaroff to further analyze and clarify the third recommendation, establishing the 10 village community associations as members of CA. The report stated that "considerable clarification" of the issues is necessary.

The governance committee said in its report that establishing the village community associations as members of CA would strengthen them as independent institutions.

However, if the recommendation is clarified, it appears that implementing it would require a change of the CA charter and bylaws as well as those of each of the 10 villages, according to the report.

"We're not sure we fully understand what that recommendation covered," Coffman said.

Other proposals

In March, the governance committee offered several different ideas to the council but did not endorse any of them. Some of the proposals include strengthening the role of the board chair, and reducing the number of association staff members who serve as CA corporate officers.

The committee also offered three different models of governance: adding an 11th, at-large board member; appointing board members by elected village officials instead of election by residents; and establishing one vote per one person as well as electing board members at-large.

At Thursday's meeting, the policy committee told the board that only one of 15 governance committee recommendations - revising the existing CA manual to include all current policy statements of CA and the board - should be considered by the board.

Twelve of the recommendations - including giving association President Maggie J. Brown a seat at the board table, making the president's contract public, and improving communication with residents - are being practiced or addressed, according to the policy committee.

Proxy votes discussed

The policy committee did not agree with the governance committee's suggestion of eliminating all proxy voting, which allows an absent board member to ask another member to cast his or her votes during the meeting.

Instead, the policy committee recommended that a board member be allowed to hold only one proxy, to avoid the appearance of bloc voting.

If one board member holds a number of proxies, he or she could "technically carry the majority," said Councilman Tom O'Connor of Dorsey's Search.

However, Councilwoman Pearl Atkinson-Stewart of Owen Brown said that whenever she gives board members a proxy, she always instructs them how to vote for her, so it shouldn't matter if someone is holding a majority of the votes.

"I would not feel it's American to tell me I can't give my vote to whom I want to give it to," she said.