The Columbia Association's board of directors has tackled a long list of recommendations from the association's Governance Structure Committee but has not yet approved any major changes in how the community association should be governed.

One major proposal - to merge the board and Columbia Council into one body - still has a chance to be implemented. The board initially killed and later revived the idea Thursday night.

The board first voted 5-2, with two members abstaining and one member absent, against combining the two bodies. But a short time later, the board voted 6-3 to send the recommendation to the board's policy committee for further historical analysis of the council's creation.

The panel also determined that many of 15 other governance committee proposals are being practiced or addressed and that an additional two ideas should be discussed further.

The association's board members struggled with the question of merging the council and board of directors - which consist of the same 10 people - after general counsel Sheri Fanaroff told them that when the elected representatives meet as the board, they are obligated to act in the best interests of the homeowners association.

That may come into conflict with council members' responsibilities to represent their constituents if the council no longer exists, she said.

"They may not have the leeway ... to act as political activists," Fanaroff said.

'Two-headed animal'

After Fanaroff's analysis, the board debated for nearly an hour about whether merging the two bodies would hurt their role as advocates for residents.

Councilman Tom O'Connor, who used to be on the governance committee, said meeting only as the board would stop the "charade" of bouncing back and forth between the council and board to conduct business.

"We're a two-headed animal," said O'Connor, of Dorsey's Search. "The only time we really make decisions is as a board."

The council chairman, Miles Coffman, said that because of the confusion sometimes caused from the dual roles, the board and council have not always acted in the appropriate role when making decisions.

Power concerns

The Hickory Ridge resident was clear that when he is in the role of a board member, he is primarily concerned about the association's financial matters.

"When I'm here as a board member, I don't represent that village, I really don't," he said. "I'd rather not get re-elected than be sued for not following my fiduciary responsibility."

Other board members feared that becoming one entity would harm their constituency.

"As long as we're 10 villages, each of those villages need representation," said Councilman Ed Stern of River Hill. "That was decided 35 years ago."

Councilwoman Donna Rice of Town Center called the board and council a "hybrid" that works effectively the way it is.

"I'm not comfortable in eliminating my role as an advocate for my community," she said. "I think we've got the best of both worlds with what we're doing."

As the board members debated, eight members of the governance committee sat in the audience and watched in frustration. The group had worked for 15 months reviewing the association's governance - including voting rights, election rules and council terms of office that vary by village - to improve and simplify the often-complicated process.

The committee presented the ideas to the council in March, not endorsing any of them.

After the meeting, Lee Richardson, chairman of the governance committee, said the point of merging the council and board is simple - to make the group more efficient. The 10 representatives acting as one group would not harm their advocacy roles - they are still the same people, he said.

"They seemed befuddled by the questions raised by their lawyer," Richardson said.

But the proposal to make the board and council one still has some life. After the board voted down the recommendation, Council Vice Chairwoman Linda Odum of Long Reach proposed - and the majority of the board agreed - that the idea be sent to the board's policy committee to further analyze the history of the council.

During Columbia's first 15 years, the board consisted of employees of the Rouse Co., which developed the 35-year-old suburb. The council, with residents serving as members, acted only in an advisory role. By 1982, residents controlled both panels.

Other options

Fanaroff also analyzed the legal possibility of implementing two other recommendations from the governance committee: creating three-year terms for the board of directors and establishing the 10 village community associations as members of Columbia Association.

Fanaroff said it is legally possible for board members to serve three-year terms, but the obstacle is that the elected council members - who now either have one- or two-year terms - appoint themselves as directors.

To change the term lengths would require amending the charter and bylaws of each of Columbia's 10 villages. Fanaroff said that would be "extremely difficult if not impossible" because the villages have different quorums and voting requirements.

Even if the requirements were met, there is still no guarantee that each village would approve three-year terms, which could result in board members having one-, two- or three-year terms, Fanaroff said.

The board voted unanimously that the issue should be discussed with village representatives before proceeding.

The board also voted to send the recommendation of establishing the 10 village community associations as members of the Columbia Association to the board's policy committee for review. Fanaroff deemed the proposal legal. It would create a fail-safe system that would permit the villages to step in if the board was acting inappropriately.

Richardson said he was disappointed that none of the three recommendations that Fanaroff analyzed - those he considered the major proposals - were any closer to being implemented.

"The [recommendations] we thought were going to be taken care of right away were the ones they objected to," he said.

The policy committee had examined 15 other governance committee recommendations and determined that the majority of them are in place or are being addressed, such as making public the board's meeting minutes and the president's contract.

The board did not agree with the governance committee's recommendation to eliminate all proxy voting, which allows an absent board member to ask another member to cast his or her votes during the meeting. Council members argued that eliminating that option took away their right to vote.

The board also rejected a proposal to guarantee a portion of the Columbia Association assessment to each village association. The board maintained that the financial management committee and the budget subcommittee are looking into the allocation of Columbia Association grants to villages.

Richardson said that if the board has implemented many of the recommendations, the group should officially make them part of the institution's practices. He said he did not understand the board's logic Thursday night.

"If [the governance committee] had another meeting, we would not be able to explain to each other why they did what they did," he said.