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This time, closed session approved

(June 22, 2017) The same members of the board of directors who voted not to go into a closed session in April, when director and interim General Manager Brett Hill was the topic of discussion, did the opposite Monday night by voting for a private meeting to discuss another director’s conversations with association employees.
A press release sent the following morning did little to clear up the reason for the meeting.  
The stated purpose, according to the agenda, was “board discussion related to management concerns and board member interaction with staff.” It also cited the Maryland Homeowner’s Association Act on matters pertaining to employees and personnel.
Board President Tom Herrick said the meeting would address “conversation with various employees and what they have said to other directors.
“We want to discuss and explain to the entire board of directors what those conversations involved,” he said.  
Two directors, Slobodan Trendic and Cheryl Jacobs, rejected that premise and voted against going into closed session.
“If this motion is about interaction between a board member and staff … I really don’t see this being a reason for a closed session. I don’t believe we’re in compliance with the Maryland Homeowner’s Association Act,” Trendic said.
Trendic said he had an email from  Hill, written last fall, in which Hill encouraged board members to interact with staff.  
He also cited a board meeting on April 29, when Hill rejected a similar justification and the board voted 4-2 not to go into closed session. Hill, Herrick, Vice President Dave Stevens and Director Pat Supik voted against going into closed session at the time. Director Doug Parks was not present.
“If there’s an issue that’s discussing me as the interim general manager, then let’s discuss it right here,” Hill said at the time. “There’s no need to go to closed [session].”
This time, Trendic indicated several times that he was the subject of the meeting.
“If I’m the board member that discussion is going to focus on, then I certainly insist that it be done in the open session, just like what Mr. Hill insisted on a couple of months ago,” Trendic said.
He added specific staff members did not need to be named.
“Why don’t we just discuss Staff A, Staff B?” Trendic said. “Certainly, if I’m the board member, I’m totally in favor of full disclosure.”
“Who the person is could be of significance,” Board Vice President Dave Stevens said.
Herrick said the discussion was related to staff compensation, and the closed session was meant to “protect the privacy of those individuals and what they said in those discussions.” He said legal matters were involved and cited attorney-client privilege.
Stevens added that board members had sought the opinion of an attorney on the undisclosed situation, which was apparently news to some directors.
“If you did, then you certainly didn’t disclose it to the board,” Trendic said. “Why did you not disclose it?”
“I don’t think it’s necessary,” Stevens said, drawing laughter from the roughly dozen residents in attendance. “We are moving along and you’re getting that information now. If you got it earlier, it wouldn’t make any difference.”
“Mr. Stevens, I believe the association deserves a little more transparency,” Trendic said. “Certain things should’ve been taken care of two months ago [and] we probably would not be in the situation we are in today … we would have avoided a lot of controversies, a lot of things that were said in the paper about camera surveillance and everything else. We need to stop this secrecy stuff if there is no legitimate legal reason for it.
“There is nothing wrong with discussing … board of director interaction with staff, as long as we don’t disclose the name of the staff,” Trendic continued. “You said the same thing two months ago – how can you agree to a closed session when you don’t know the specifics? How can I agree to closed session when I don’t know the specifics?”
Herrick read from a 2012 decision made by former Ocean Pines Attorney Joe Moore, when Moore apparently ruled a closed session was necessary in a similar situation. He also cited Robert’s Rules of Order, on disciplinary procedures, which also advocated a closed meeting.  
“Are you saying there’s going to be disciplinary action?” Jacobs asked.
“We do not know that – we need to have a discussion,” Herrick said.
Jacobs asked if Herrick had attempted to resolve the situation outside of a meeting, based on the section of Robert’s Rules he read.
“This setting is a private setting of the entire board …” Herrick said.
“That wasn’t my question,” Jacobs said. “My question is, based on what you just read, did you make any attempt to resolve this problem by some other means before taking it into closed session?”
“On multiple occasions,” Herrick said.
“And you have that documented?” Jacobs asked.
“Yes,” Herrick said.
“In writing?” Jacobs asked.
“In exchange,” Herrick said. “Many exchanges.”
Director Doug Parks said he understood, conceptually, the desire to keep things in a public forum. In this instance, however, he was not comfortable with that because specific staff members would likely have to be named.  
“Quite frankly, I think we’ll have to at some point in order to get to the crux of the matter. That is a very important aspect of it,” Parks said. “I’d hate to see someone’s employment potentially be affected by accusations.”
Hill, Herrick, Stevens, Supik and Parks voted to go into closed session.
On Tuesday, the association released the following statement, titled “Board of Directors Works Collectively to Bring Immediate Support to Key Areas.”
“The Board of Directors met in closed session on Monday, June 19 at 7 p.m. in the Board Room of the Administration Building in Ocean Pines, to discuss issues in operations from management and personnel.
“Individual directors shared their observations in three key areas: Accounting, HR, and Food and Beverage. The Board worked collectively to bring immediate support in all three of these areas. While the Board supports transparency whenever possible, they appreciate the patience of the membership as they address issues and are allowed open dialogue in closed session to collaborate as a team for the betterment of the community when dealing with personnel issues.”