Read Part One
Each January, the members of the Pagosa Springs Chamber of Commerce normally elect three new board members to the Chamber board of directors. I say, “three NEW members,” because departing board members are not allowed, under the Chamber By-laws, to run for re-election.
“No Board Director shall be eligible to serve a second consecutive term. A period of one (1) year must elapse before eligibility is restored.” That’s the wording from the Chamber By-laws.
So, indeed, each year’s crop of newly elected candidates constitute fresh blood on the board.
 On January 23 this year, two of the candidates who’d been invited to run by the existing Chamber board — Wild Spirit Gallery owner Madeline Lyon and Wells Fargo Bank executive Paul Boyd — were elected, as was Ski & Bow Rack manager Thaddeus Cano, who had petitioned for a spot on the January ballot.
We’ve heard from each of them earlier in this article series.
When the votes were being counted at the Chamber Annual Meeting on January 23, however, there were in fact four vacancies on the Chamber board, not just three. Restaurant owner Brooke Kitchens, who had one year remaining in her term, had already announced her resignation from the board. So we could conceivably have heard the names of four new board members announced on Saturday night.
But only three winners were declared.
On Monday, January 25, following the Annual Meeting, outgoing president Janice Moomaw called a secret meeting of the Chamber board.
I use the word, “secret,” with some justification. The term used by Moomaw to characterize the meeting was “executive session” meaning that she was allowing only certain board members and staff to attend. She also did not announce publicly that the meeting was taking place. The special meeting called by Moomaw on Monday had been announced only to the incumbent Chamber board members and to Chamber executive director Mary Jo Coulehan — the three newly elected candidates — Madeline Lyon, Paul Boyd, and Thad Cano — were not contacted by Moomaw.
Thad, however, had caught wind of the secret noon meeting and had given me a call. The two of us showed up at noon, and were told by Moomaw that this was an “executive session” and we would not be allowed to observe the meeting.
I’m fairly familiar with the term “executive session” as it applies to meetings of public boards.
According to Colorado’s “Sunshine Laws,” government boards must make all their decisions in open, public meetings — allowing the public to hear their leaders openly discuss the issues at hand, and allowing us to hear who voted which way.
In a few very extraordinary situations — when an employee’s performance is being discussed, for example, or when strategies for a sensitive contract negotiation risk public exposure — a public board is allowed to vote to hold an “executive session” and ask the public to leave the meeting for that portion of the meeting. A majority of the board must vote to make the session “executive.”
The Chamber of Commerce board of directors is not a publicly elected body, but rather is the policy-making board of a private, non-profit association. As I understand it, the Colorado “Sunshine Laws” do not apply to the Chamber board.
Which is just as well, because president Moomaw did not follow the procedures of the state law. She declared the meeting an executive session without first allowing the Chamber board members to vote to have such a session. She did not announce publicly the reason for the executive session. And as we will see, she conducted business that is not allowed to be conducted secretly under state law.
The rules that the Chamber board must follow are not written in Colorado law, however, but rather are written in the Chamber By-laws. Those By-laws say nothing about “executive sessions.” The term “executive session” does not appear anywhere in that nine page document.
What does appear, on page 3, is this wording:
“The Board of Directors shall have its regular meeting on the third Thursday of each month or on such other date as the Board may determine. Special meetings of the Chamber may be called by the President of the Board, at the request of two or more Directors or upon petition in writing by five (5) percent of members in good standing. Notice of the date, time and place (and purpose of the meeting) of special meetings shall be mailed to each member at least five (5) days prior to such meetings.”
Does this wording intimate that Chamber meetings, and special board meetings, are meant to be open to the membership? Perhaps that is something the new board may wish to clarify, as the Chamber moves forward into 2010.
In the secret meeting of January 25, the main topic of discussion was apparently Brooke Kitchen’s vacant seat — a seat that, according to Chamber By-laws, must be filled by “a majority vote of the Board.” Apparently “the Board” on January 25 did not include the three newly elected board members.
The filling of a vacant seat on a public board is not a valid reason for conducting an executive session under the Colorado “Sunshine Laws”. But as I noted already, the Chamber is a private association and not subject to those state laws. It has only its own By-laws to follow.
Following the January 25 “executive session,” president Janice Moomaw was not asked to remain on the Chamber board to fill the remaining year of Brooke Kitchen’s term. Instead, the board chose invite the four-place vote getter, Piedra Automotive owner Bill Schwab, to fill the rest of Brooke’s term. Bill accepted that offer later in the day.
And the next day, Bill and I sat down in his office and chatted about his ideas for the coming year, as a new member of the Chamber Board of Directors.
Read Part Six... |