Top Secret? You be the Judge
Commentary by Joe Reynolds

On June 29th OPA issued a press release saying General Manager Bob Thompson would hold a Town Hall Meeting on July 12th as part of "his commitment to encourage civic engagement."

On July 5th, seven days prior to the Town Hall Meeting, the Ocean Pines Independent carried a front page story about the meeting. The piece began with, "In an effort to further the openness that he wants Ocean Pines Association to be known for, General Manager Bob Thompson is hosting a town hall meeting on July 12, and broadcasting it live." Later in the same article, Bob Thompson is quoted with regard to openness being one of his priorities.

Just three days later, on July 8th, there was a closed meeting of the Facilities Planning Group, a committee appointed by Thompson with the implicit approval of the OPA Board of Directors for the purpose of making recommendations intended to reach the board through the General Manager on how to spend millions of association member dollars on projects such as refurbishing or replacing the Yacht Club and the Country Club.

With the Board of Directors and the General Manager under fire for holding these closed meetings in violation of the Maryland Homeowner Association Act, Bob Thompson addressed the issue at his Town Hall Meeting on July 12th.

Thompson began with a more or less standard political approach these days by attempting to make fun of those who believe he and the board are violating Maryland law. He entered into the issue by saying, "There's been a lot of talk about me holding top secret meetings," with the word "secret" in large bold letters on the now ubiquitous Power Point presentation screen. The comment elicited the desired chuckles from an audience with little or no knowledge of the actual legal issue or what is at stake.

Thompson then proceeded to talk about the Maryland HOA Act, the OPA By-Laws, and telling the audience, "We consulted legal counsel."

What Thompson did not do, however, is present the actual applicable text of the HOA Act. He did not tell his audience that the OPA By-Laws cannot override Maryland law; and, perhaps most importantly, he did not provide the text of any legal advice he had received. Given such advice directly impacts the rights of all association members, one might reasonably wonder why Thompson did not share it with the membership.

As to the HOA act, Thompson had this to say, "The Maryland Homeowners Act is to prevent the governing body to make decisions without the group they are governing knowing what those decisions are. As much as I like to think I have decision making authority, I don't. I'm not the governing body. This law prevents your governing body from doing secretive stuff and spending your money without you knowing it as the membership. That's not what we are doing. We are gathering facts and information so I can make good recommendations to the board. The board has the authority to make all the decisions. They're the governing body."

So.... what does the Maryland HOA Act actually say?

Section 11B-111 of the Annotated Code of Maryland states,"Except as provided in this title, and notwithstanding anything contained in any of the documents of the homeowners association:

            "(1) Subject to the provisions of paragraph (4) of this section, all meetings of the homeowners association, including meetings of the board of directors or other governing body of the homeowners association or a committee of the homeowners association, shall be open to all members of the homeowners association or their agents;"

Carefully read the above text from the law, and then compare it with Thompson's statements to association members. The law says a HOA committee shall be open to all members of the homeowners association. Thompson tries ineffectively to make a case that if a committee doesn't have decision making authority or can't spend your money then it is not covered by the Act's open meeting provision.  If that was the case then virtually no OPA committee would be open to association members under the Act. His argument is just plain foolish.

So, what then is left for the board and the General Manager to justify this committee meeting in private? Their argument can be summed up in another Thompson statement: "I'm having folks perform a staffing function to help me. That's all. There's no secrets, I'm just trying to get smarter and I've asked some people to help me. I know there'll be debate on that but I'm telling ya, that's where it is."

Much of the impetus for these private meetings comes from former OPA president Bill Rakow, an appointed member of the group in question. At one point Thompson mentioned Bill Rakow, saying, "There's days he's not smarter than me; there's days he is."

Interestingly Bill Rakow has stated publicly he would not serve on the committee if meetings were open to association members. He wrote, "For the record, I was the one who informed Marty (Clarke) that I would not serve on the GM's unpaid staff if the meetings of this staff must be not only open but announced in advance."

Unpaid staff?

Speaking for himself and apparently fellow committee members, Rakow also wrote, "We also agreed to assist only if no Board members were involved."

Board members elected by the membership not welcome?

Rakow also had this to say about the intentions of those who want to see the meetings open: "As I see it, it's all about some people wanting to ensure they get their way in what the GM should be presenting to the Board."

Is this the pot calling the kettle black, or what?

Why should anyone care about all this? Many may say, "So what?" Well, first of all this is a precedent setting action by the board and the General Manager. Second, and perhaps most important, this precedent could have a dramatic impact on how OPA does business going forward, with every issue of any real importance being discussed by select groups meeting in private.

Don't think this is possible? Don't think OPA's normal committees will be relegated to window dressing with the real advice to the board coming from the selected elite?

Think again. We turn once more to Bill Rakow, the behind-the-scenes architect of this approach for advising the General Manager and the Board of Directors via select groups of association members acting as "unpaid staff," who wrote the following: "A committee will yield nothing for the Board to examine, approve, or reject.  This is why I am not on a committee and do not intend to be a committee member on this."

Rakow's comments may come as a surprise for all the hard working OPA association members who volunteer their time to serve on OPA committees. They now know their efforts "will yield nothing."

Finally, none of the commentary above should be construed as any indication I believe Bob Thompson is not a very good GM for OPA, or that Bill Rakow was not a good board member or not  a good choice for the advisory group in question. The commentary can be construed to mean both men, as well as all members of the current board with the exception of Dave Stevens, are absolutely wrong in their view that the Maryland Homeowners Association Act allows this committee to meet in private. 

However good their intentions, whatever the perceived benefit of private meetings...... the end does not justify the means.