The high-rise Hartford Woodland House condo complex is like many condo and age 55+ associations where a few active owners battle with board of directors.

Part of the problem is that Connecticut has little legal protection for condo owners, most owners may little attention to what goes on in their complexes, and frequently boards of directors fail to communicate properly.

I received the following complaint from blogger Doreen Stern, PhD, a long-time resident. Much of her focus was on board member William Cibes, Jr., PhD., who was secretary of the Office of Policy and Management under Governor Lowell Weicker (1991-1994) and Chancellor of the Connecticut State University System (1994-2006), professor of government at Connecticut College (1969-1991), and a member of the General Assembly (1979-1991). Following Stern’s complaint is Cibes response, Stern’s response, and am expecting the final response from Cibes.

Condo Board Can’t Sweep This Under the Rug

by Doreen Stern, Ph.D.

 The condo board of the Woodland House, where I live in Hartford, has established a host of rules: No birdfeeders on my balcony. Or wind chimes, either. I can’t rent my second bedroom to an unrelated person. Nor can I have more than six guests at the association’s Olympic-sized pool, even if Aunt Tizzie is visiting from Timbuktu and my cousin and her kids want to spend the 4^thof July with us. God forbid if my nephew brings a ball into the water. Or my nieces laugh too loudly.

Doreen

There appears to be a serious lapse in the rules, though, when it comes to the Board of Directors: They act like Connecticut’s condo laws don’t apply to them.

Two years ago the state legislature amended the statutes that govern how condominium boards operate. The Common Interest Ownership Act prohibits backroom deals that exclude unit owners. Instead, it guarantees that condo board meetings will be open to all unit owners, with the exception of a few particular circumstances.

These instances include when: personnel or legal matters are discussed; the board meets with its lawyers; premature knowledge of a contract might prejudice it; or the privacy of an individual might be violated.

At all other times, condominium boards must convene open meetings that are posted at least 5 days in advance, and include an agenda. Unit owners must be able to attend them and speak concerning the welfare of the condo community and the association.

I first learned of the new condominium law 18 months ago at a board meeting, when By-laws Committee Chair Dr. William Cibes counseled board members that they could no longer caucus in private.

Princeton-educated Cibes should know: he was a professor of government at Connecticut College for twenty years; a state representative for twelve, during which time he chaired the Legislative, Finance, Revenue, and Bonding Committee; secretary of the Office of Policy and Management for three years, under Governor Lowell Weicker; and then president and chancellor of the Connecticut State University System for twelve.

In short, Bill Cibes is one smart guy.

Yet, while he might have been able to successfully steamroll projects in state government, things hit a snag at the Woodland House in April, when as Contract Committee Chair, Dr. Cibes tried to convince the board to authorize a $180K carpet purchase for the building’s hallways.

“No deal,” said four board members. The packed audience of unit owners agreed. “We want the carpet to have a homey feel,” said one unit owner. “Not like a hotel or casino!”

How did Dr. Cibes respond?

Within a week he invited board members to join him and the carpet vendor in his home, unit #12ABC at the Woodland House, to strategize about how to move the carpet purchase forward. This was an unlawful meeting under the Common Interest Ownership Act.

I learned about the meeting in two ways: First, board member Michael Michaud let it slip at the April association meeting that five board members had met privately to discuss carpet options. And then, in casual conversation, the carpet vendor mentioned that he’d met with five board members in Bill Cibes’s unit the previous week. This was the meeting to which Michael Michaud had referred.

A second violation occurred in May when Dr. Cibes announced that the Board had rejected a carpet manufacturer that some unit owners had preferred.

“What? When? Where?” my mind demanded, for there had been no public discussion of these carpet selections, and Connecticut’s condo laws prohibit board members from meeting in private.

A third violation occurred in June, when some board members voted at a carpet workshop not to bring carpet choices to unit owners for their input before making a $180K carpet choice. Votes, say the state statutes, are to be taken at open meetings, which all unit owners may attend, and for which an agenda is provided

What’s to be done?

Last week I voiced my concerns at the condo association’s June board meeting. “You’re nit-picking,” a former board member proclaimed, chastising me. “Board members can’t do all their work at open meetings,” he growled.

“What about the state statutes?” I wondered.

During the board meeting, Dr. Cibes waved around a piece of paper, purportedly from the association’s attorney, exonerating the Board. However, the state statutes are unequivocal in this matter: “The board and its members may not use incidental or social gatherings of board members or any other method to evade the open meeting requirements of this section.”

The Board dismissed my concerns, saying that the missive Dr. Cibes had shown demonstrated that the issues I’d raised were without merit.

Really?

Are the board members of the Woodland House Condominium Association saying that kids can’t toss a small rubber ball in the pool, yet they can turn a blind eye to Connecticut’s condo laws?

I wonder if other ctcondonews.com readers have encountered similar situations? And if so, how were they resolved?

Woodland House Obeys the Law

by Bill Cibes

I appreciate the kind words of Dr. Stern about my background and experience.  But most of her assertions about the Woodland House and actions by its Board stand in need of correction.  It is especially egregious that Dr. Stern continues to make allegations that she has been informed are erroneous.  Specifically, it is not the case that the Board of Directors of the Woodland House held an “unlawful meeting,” or that it has committed other “violation[s]” of the Common Interest Ownership Act (CIOA).

I.

The Board of Directors at the Woodland House conscientiously follows the provisions of the Association’s Declaration and Bylaws, as well as the provisions of the Common Interest Ownership Act (CIOA) of Connecticut, which prevails in the event our Declaration, Bylaws, or Rules conflict with that Act. When major revisions to that Act were passed in 2009 (PA 09-225), the President, the Treasurer and I attended a workshop conducted by our Association’s law firm (Perlstein, Sandler and McCracken), at which copies of the Act and other relevant statutes were distributed, and at which the attorneys went over the changes in detail.

The Board subsequently employed Perlstein, Sandler and McCracken to examine our Declaration and Bylaws and highlight those areas which were either in conflict with the revised CIOA, or needed adjustment based on new CIOA language. A Bylaws Committee has been at work since 2010 on revisions – an admittedly slow pace largely controlled by the fact that our highly regarded law firm, one of the largest in the state dealing with condo law, is simultaneously engaged by many other associations performing similar tasks. However, during the interim, we are very careful to consult with our attorneys (primarily the lead partner in the firm, Atty. Matthew Perlstein) when questions of interpretation arise, because the Board exercises great care to comply with state law.

One such question arose in 2011. The Contract Committee had developed an RFP for hallway carpet installation, which was reviewed at a workshop, duly noticed and open to unit owners, on June 14, 2011, and revised as a consequence of input. [Please observe that I use the term “workshop” consistently to refer to duly noticed and open gatherings of unit owners and Board members at which there is a free exchange of views.] The draft RFP was presented to the Board at its regular open monthly meeting on June 28, 2011, and approved.

On July 26, 2011, as the Contract Committee was preparing to consider the process to be followed for reviewing and evaluating responses from vendors to the RFP, I emailed Atty. Perlstein the following:

Must committee meetings be open?

I read Section 47-250(b) as requiring open meetings of the board “and committees of the association authorized to act for the association.”

Obviously, if the committee were to make a decision that would determine an action, it must be open.

But what about a committee meeting that only considers information and makes a recommendation to the Board?

(And specifically, information concerning “review of bids or proposals” concerning a contract to buy carpet for our hallways — on which the committee would ultimately make a recommendation to the board.)

Atty. Perlstein responded the next day:

You are correct.  Committees that only recommend are not subject to the open meeting rules.

Under Subsection 47-250(b)(1)(D), discussions about bids or proposals can be held in executive session, even if the discussion is being conducted by the board.  The vote to accept a bid or approve a contract must, however, be taken in an open meeting.

You will observe, as Dr. Stern has not, that Section 47-250(b) of CIOA is very specific: only committees “authorized to act for the association” must hold open meetings. (emphasis added) As our legal counsel advised: “Committees that only recommend are not subject to the open meeting rules.” (emphasis added) Our Bylaws reinforce the CIOA provision: Section 14.1 of our Bylaws states: “All meetings of the Board of Directors and of committees thereof at which action is to be taken by vote of such meeting shall be open to the Unit Owners.” (emphasis added)

Moreover, although Dr. Stern quoted in her column a portion of Section 47-250(b)(2), she omitted the first sentence of that subsection: “For purposes of this section, a gathering of board members at which the board members do not conduct association business is not a meeting of the executive board” (emphasis added) – a sentence which reinforces the counsel given to us by Atty. Perlstein.

The Board and its various committees and task groups have consistently acted pursuant to this advice of legal counsel and the provisions of CIOA and the association’s Bylaws.

II.

After lengthy consideration by the Contract Committee of the proposals of vendors, and several workshops – duly noticed and open to all unit owners — (as well as public showings in the front lobby and other venues of various carpet samples available to all owners and residents, including – at the request of some owners – at evening sessions) at which input was requested, received and considered, the Contract Committee made a recommendation to the Board at its regular monthly meeting of November 29, 2011. The Board – in open session – discussed and approved an agreement with a specific vendor subject to several conditions, including

b) approval by the Board of an acceptable pattern and color after options are presented by a design team,

c) review of samples of the actual product to be installed, together with confirmation of the specifications associated with the product

During the next few months, pursuant to the Board action, the “design team,” including a nationally acclaimed interior designer who is a unit owner in the Woodland House (but who was in Florida during the winter, necessitating numerous telephone calls), worked with the vendor to produce samples of alternative patterns and colors. At several workshops (January, February, and April), all duly noticed and open to unit owners, alternative pattern options were presented to unit owners, and input was received that resulted in the production of additional options. A public display of alternatives in the front lobby was open to all, and input was requested. At a Special Meeting of the Board on April 17, 2012, duly noticed and open to unit owners, three optional patterns were presented to the Board. Many comments were made by unit owners, and a lengthy discussion ensued about the options, the upshot of which was that the Board voted to approve my motion not to accept any of the options presented, and continue the process for another 120 days, during which additional open workshops would be held for additional input as to pattern and color. As reported in the minutes of that meeting,

A motion was approved that the Board not approve any of the alternative patterns/colors presented, that the Board continue to search for an acceptable pattern and color that satisfies the quality and warranty requirements set out in the specifications which the alternative options met, that we work with [name of vendor deleted] and alternative vendors that can supply carpet meeting the specifications which has an acceptable pattern and color, and that we reach a decision within 120 days (by the August meeting). It is understood that the Board may have to consider increasing the budget in order to reach a satisfactory conclusion. It is also understood that the Board will develop a process for considering alternatives which will be more encompassing.

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After the April 17^th Special Board meeting, further efforts were undertaken to expand the range of alternatives to be considered, in a continuing effort to arrive at one or more recommendations for the Board to consider. Pursuant to the action of the Board on April 17^th, the results of the April 17^th meeting were communicated to the original vendor on April 24^th by several Board members, and he was invited to suggest additional options at future workshops. A representative of a manufacturer (“B”) contacted by a unit owner called our designated vendor, who asked on April 30^th if that manufacturer might make a presentation to a workshop. That was arranged for May 10^th. A presentation by the originally designated manufacturer (“A”) was scheduled for May 15^th. At the May 15^th workshop, like all other workshops duly noticed and open, a consensus was reached among all attendees (including unit owners) early in the workshop, before Dr. Stern arrived, that the carpet tile samples presented by manufacturer “B” would not be desirable because the pattern on one tile did not match the pattern on adjacent tiles. A consensus later in the workshop was that tiles from the originally designated manufacturer “A” (the tile patterns matched) should be further explored. That manufacturer “A” subsequently informed me that the tiles shown at the workshop did not meet the specs we had established, so he recommended other options. Another workshop, duly noticed and open, to consider those options was held on June 12^th. At the conclusion of that workshop (which was not a committee meeting), when new samples were reviewed, there seemed to be a consensus among all present (unit owners and Board members) that we were quite far along in the process – centering on two patterns and a color palette – so that it would not necessary to have a public display of options like that which had occurred twice before. Throughout the workshop process, options have been narrowed by consensus of ALL present (including both unit owners and Board members).

It is important to note that, after the April 17^th special Board meeting, NO additional decisions about carpet choices have been made by the Board to date. Another open workshop to consider a still narrower range of options of patterns and colors has been scheduled for July 10^th, but it has been announced that no decision will be made at that workshop. (A decision can NOT be made at that time, because it is not a formally noticed meeting of the Board.)

To reiterate, pursuant to advice of legal counsel, at no time has the Contract Committee, or the “design team,” been “authorized to act for the association.” Action has never been “taken by vote” of any such group. And the Board as a whole has never acted in this matter except in duly noticed, open meetings of the Board.

III.

Nevertheless, Dr. Stern has continued to press her allegations despite being informed that they are in error.

At the June 26, 2012 Board meeting, she verbally raised concerns substantially similar to what she has written in her published column. At that meeting, I summarized the substance of my response here. I did not simply allege that our attorney had provided advice that vindicated the Board’s actions, but paraphrased the written advice quoted above, which did pertain to the particular issues she had raised, and specifically answered them.

Our attorney’s advice, and the explicit provisions of CIOA and our Bylaws, should have persuaded Dr. Stern that the Board has NOT held an “unlawful meeting,” nor has it violated those provisions in other ways.

IV.

I recognize that Dr. Stern believes that her views on issues before the Board have not been given adequate consideration by the Board. But the always open Board meetings, and open workshop meetings, should bear witness that the Board has been responsive to unit owner input – including hers. Board meetings are always preceded, and followed, by sessions at which unit owners may comment. I cannot recall, despite the legal authority of the Board to set time limits on comments, that it has ever exercised its power to impose such time constraints, even to control the extended disquisitions of Dr. Stern.

I would observe, however, that the Board of Directors has been elected by unit owners to make decisions for the association (as it is empowered to do by Section 47-245 of CIOA as well as our Declaration and Bylaws). This is called representative democracy. Some of those decisions may not coincide with the wishes of individual unit owners. But no individual unit owner has the right to veto an action of a democratically elected Board, especially one which has been so open to unit owner input, has listened to unit owner comments, and modified its decisions to take unit owner sentiment into account.

V.

Dr. Stern has also made the gratuitous observation that the Woodland House has established a host of rules. The Board has the power to do so, under its Declaration, its Bylaws, and Section 47-245 of CIOA. Most of the rules it has established date from the 1980s, when the Association was formed. The goal of those rules is to “provide for congenial occupancy of the Property and for the protection of the values of the Units” (Section 8.2 of the Bylaws) and ensure “the peaceful possession or proper use of the Property by its residents” (Sections 16.7 and 16.8 of the Declaration).

As a consequence, the original Rules, adopted at the time of the conversion of the property to a condominium in the 1980s, provide that nothing shall be “hung or displayed on the outside of windows or placed on the outside walls or doors of the Building” without the written consent of the Board. Under this authority, prior Boards, long before my tenure on the Board began in 2008, apparently decided not to permit bird feeders (which attract feathered friends which can foul the balconies and common elements) and wind chimes (which produce noise which can be quite annoying to neighboring unit owners).

The rental of a bedroom to a tenant is prohibited, not just by a Rule, but by the Declaration (which provides in Section 16.1 that each unit shall “be used for a single family residence”) and by the Bylaws (providing in Section 8.2(d) that “No portion of any Unit (other than the entire Unit) may be rented”). Changes to these documents require action by the unit owners, not the Board. When these provisions were called to unit owners’ attention in 2011, the reaction of the unit owners present was that they agreed that they didn’t want the Woodland House to be turned into a boarding house.

About the visit of Aunt Tizzie from Timbuktu and the cousin and her kids, our pool rules have long placed restrictions on the number of guests permitted – again, long before my tenure on the Board. Indeed, before 2011, the then existing pool rules required a $5 charge per day per person for guests in excess of two, with a limit of four above the first two. In an effort to be more inviting and friendly, new rules were adopted for 2011 and 2012 which eliminated the $5 per day per person charge, while retaining the overall limit on the number of guests. And whereas the pre-2011 rules flatly banned certain objects from the pool (“NO inflatable tubes or rafts, balls, squirt guns, etc.”), the 2011 and 2012 rules provide a further explanation for this prohibition (persons using the pool “may not use anything, such as rafts, balls, or water guns, which might interfere with the enjoyment of others in the pool area”). And the post-2011 rules state that “excessive noise – especially during the evening hours” is banned – just a reiteration of the pre-2011 rule that “noise levels must be kept to a minimum.”

These rules – and others adopted by the Board – are eminently reasonable.

VI.

To summarize, despite Dr. Stern’s assertions,

• the Board of the Woodland House recognizes that Connecticut’s condo laws do apply to actions of the Board,
• the Board members conscientiously and diligently follow this law, as well as the Association’s own Documents,
• the Board seeks, receives and considers input from the unit owners, and
• the Board has NOT held an “unlawful meeting” or violated any other provisions of CIOA.

STERN’s RESPONSE

Based on my review of Bill Cibes’s rejoinder to the article I submitted to ctwatchdog.com, the nub of the matter is contained within the following two questions:

Doreen

1. Are the allegations I’ve raised erroneous?
2. Do my accusations about a persistent pattern of evasion of the open meeting requirements of the Common Interest Ownership Act by the Woodland House Board of Directors raise questions about my objectivity?

As for the bulk of the other material Dr. Cibes has presented, I believe that it falls into the category of obfuscation; e.g., the history of the carpet selection process and also the association’s rules. Yet I agree with him regarding certain personal charges I leveled and have deleted them (included at the end of this response).

1. I will begin by considering whether the allegations I’ve raised are erroneous in light of the three instances I cited in my ctwatchdog.com article:

a. To demonstrate that they are, Dr. Cibes has included an email conversation between himself and the association’s lawyer, Mathew Perlstein, from last July 26-27, 2011.

In the material Dr. Cibes has included, he asked Attorney Perlstein for guidance about a narrow question: “Must committee meetings be open?”

And then narrows it even further by providing the following background information:

“I read Section 47-250(b) as requiring open meetings of the board ‘and committees of the association authorized to act for the association.’

Obviously, if the committee were to make a decision that would determine an action, it must be open.

But what about a committee meeting that only considers information and makes a recommendation to the Board?

(And specifically, information concerning “review of bids or proposals” concerning a contract to buy carpet for our hallways — on which the committee would ultimately make a recommendation to the board.)”

In response, Attorney Perlstein said:

“You are correct.  Committees that only recommend are not subject to the open meeting rules.

Under Subsection 47-250(b)(1)(D), discussions about bids or proposals can be held in executive session, even if the discussion is being conducted by the board.  The vote to accept a bid or approve a contract must, however, be taken in an open meeting.

Attorney Perlstein’s words above, highlighted in yellow, refer to executive sessions. But the Woodland House Board of Directors wasn’t meeting in executive session in Bill Cibes’s home on April 24^th, 2012, when five board members conferred with the carpet vendor, since Section 47-250 specifies that executive sessions may only be held during a regular or special meeting of the board or a committee.

Dr. Cibes goes on to point out that, “a gathering of board members at which the board members do not conduct association business is not a meeting of the executive board” (emphasis provided by Dr. Cibes).

To this, I ask: What were five board members doing in Dr. Cibes’s home on April 24^th, meeting with the vendor to whom the Board had awarded a contract for twelve floors of carpet at the Woodland House (worth $180,000), if not to conduct association business?

I quote from Section 47-250 [2], which states: “The executive board and its members may not use incidental or social gatherings of board members or any other method to evade the open meeting requirements of this section.”

Once again, I maintain that the meeting that took place in Dr. Cibes’s condominium on Tuesday, April 24^th (with five board members and the carpet vendor) was an unlawful evasion of the open meeting requirements of Connecticut’s Common Interest Ownership Act. And that Bill Cibes has NOT provided evidence to the contrary.

b. The next evasion of the public meeting requirement of the Common Interest Ownership Act is the Board’s rejection of a Lees Carpet selection, which Dr. Cibes conveyed to me on June 12, 2012.

To this, I ask: When was the Lees Carpet option considered? Who participated in it? Where did it occur? What was discussed? What was the vote? And why was it not discussed at a public meeting?

Of note, the Lees Carpet rejection does not fit into any of the circumstances outlined in Common Interest Ownership Act for when topics may be discussed in executive session, namely:

“An executive session may be held only to: (A) consult with the association’s attorney concerning legal matters; (B) discuss existing or potential litigation or mediation, arbitration or administrative proceedings; (C) discuss labor or personnel matters; (D) discuss contracts, leases and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage; or (E) prevent public knowledge of the matter to be discussed if the executive board or committee determines that public knowledge would violate the privacy of any person.”

Once more, Attorney Perlstein’s advice does not vindicate the board, nor provide evidence that my allegations are erroneous. On the contrary, his narrow advice does not apply to the larger issue I’ve raised, which is the Board’s persistent evasion of the open meeting requirements contained in the Common Interest Ownership Act.

c. Third, during a Carpet Committee meeting, which Dr. Cibes chaired on June 12^th, 2012, I was informed that board members had voted not to display the final carpet selections for unit owner comment before making a final $180,000 carpet selection. The vote was taken when I stepped out of the room to look at other carpet selections with the manufacturer’s representative.

Most important, the vote was taken at a committee meeting, rather than at an open board meeting, a third example of the Woodland House Board of Directors’ failure to comply with the Common Interest Ownership Act. Indeed, in Dr. Cibes’s email he concedes that votes cannot be taken at committee meetings because they are “not a formally noticed meeting of the Board.” His admission shows that my allegation of wrongdoing is valid, not erroneous.

Now, I turn my attention to the second question: Do my accusations about a persistent pattern of evasion of the open meeting requirements of the Common Interest Ownership Act by the Woodland House Board of Directors raise questions about my objectivity?

I maintain that they do not. Indeed, I believe that I have clearly shown that in three instances (the secret meeting with the carpet vendor in Dr. Cibes’s home, the secret rejection of the Lees Carpet option, and the unlawful vote taken at a committee meeting) the Woodland House Board of Directors has shown a persistent pattern of evading the open meeting requirements of the Common Ownership Act.

Further, the narrow opinion provided by Attorney Perlstein concerning the permissibility of contracts being considered in executive session in no way justifies the actions of the Woodland House Board of Directors.

Rather than demonstrating doubts about my objectivity, I argue that my dogged determination to highlight this matter demonstrates courage – and a willingness to incur the disapproval of my neighbors.

Nevertheless, I’ve been prompted by my late father’s insistence that his kids know the difference between right and wrong. And by his resolve that we speak out against injustice and wrongdoing. Otherwise, we’re as complicit as those who act improperly. “It takes courage to go against popular opinion,” he used to say. “But you sleep better at night.”

3. Finally, I CONCUR with Dr. Cibes on several points, and offer him an apology.

I was wrong to say he “steamrolled” projects while in state government. I didn’t live in Connecticut during Bill Cibes’s long and storied career, and have no knowledge of how he conducted himself. Thus, I’ve modified my submission to reflect my error.

I’ve also revised my mention of Dr. Cibes’s waving a missive, purportedly from the association’s lawyer. I’ve changed what I’ve written to instead say: “Dr. Cibes alleged that the association’s lawyer had vindicated the Board’s actions. Yet the attorney’s guidance didn’t pertain to the particular issues I’d raised.”

In conclusion, I want to acknowledge that Bill Cibes is held in high regard at the Woodland House, and in the community at large. He’s given countless hours of service to the Woodland House Condominium Association, which I, and other residents, have benefited from.

I, too, hold him in high esteem.

Still, I conclude with President John Kennedy’s words: “To those whom much is given, much is expected.”

THE LAST WORD FROM BILL CIBES

Response to Dr. Stern’s letter of July 8^th:

Although I certainly appreciate Dr. Stern’s reconsideration and deletion of certain charges she originally made, and have modified my initial response accordingly, her further comments also merit my response.

1. The bulk of material I have provided in my initial response is not “obfuscation.” It is necessary to go into the details of the carpet selection process because it is the detailed history that demonstrates that the process was conducted according to state law. I also go into the details about the association’s rules, because Dr Stern’s implication is that the Board has been unreasonable and overly controlling in promulgating those rules.

2. For reasons I elaborate below, and for which I provide supporting information in my initial revised response, I continue to believe that her allegations about the unlawful nature of certain events at the Woodland House are in error.

a. The email exchange between Atty. Perlstein and myself clearly indicates our attorney’s legal opinion that “committees that only recommend are not subject to the open meeting rules.” Atty. Perlstein goes on to make it clear that when “bids or proposals” are finally submitted by potential vendors, discussions about those bids or proposals may occur in executive session. At its regular Board meeting on November 29, 2011, when the Board did consider a proposal by a vendor recommended by the Contract Committee, all discussion about that proposal was conducted in open session.

b. To be very clear, Dr. Stern’s reference to the large contract awarded by the Board was to a duly noticed and open Regular Meeting of the Board that occurred on November 29, 2011.

c. There was no “meeting” of the Board on April 24^th. Acting pursuant to direction of the Board at its duly noticed and open Special Meeting of April 17^th, some Board members conveyed to the vendor the results of the Special Meeting, and invited him to make a presentation of additional options of patterns and colors at a workshop open to all unit owners. That open workshop occurred on May 15^th.

d. Meanwhile, the Board had provided copies of the RFP specs to Dr. Stern after the April 17^th Board meeting, and she (or another unit owner) contacted a second manufacturer. The second manufacturer contacted the original vendor, who asked on April 30^th if that manufacturer might make a presentation to an open workshop. That presentation occurred on May 10^th.

The operative question is “what does it mean to conduct association business?” as provided in Section 47-250(b)(2) of the CIOA. The plain meaning of Section 47-250(b)(2), which states that “For purposes of this section, a gathering of board members at which the board members do not conduct association business is not a meeting of the executive board” is that a Board or a committee conducts association business when it makes a decision, or acts, as laid out in Section 47-250(b). The Board acted on April 17^th at a Special Meeting. When some Board members met with the vendor on April 24^th, they did not make a decision, or act, but conveyed to him the results of the April 17^th meeting and invited him to make additional presentations at workshops open to unit owners.

3. At the workshop of May 15^th, as reported in my initial response, there was no vote of a committee or the Board. Early in that meeting, there was a consensus of those present (unit owners and Board members) that the carpet tile samples presented by the second manufacturer would not be further pursued. There was no executive session, nor could there be, because this workshop was not a meeting of a committee or the Board.

4. At the workshop on June 12^th, which was open to all unit owners, there was a consensus of all present that there would not need to be a public display of sample carpet patterns and colors, because there appeared to be a coming together of different viewpoints about patterns and colors. There was no “meeting,” and there was no vote. And carpet samples that have been subsequently produced were displayed at the regular Board meeting of June 26^th. And additional samples will be displayed at at least one more duly noticed and open workshop before the Board has a meeting to enter into a contract with a vendor.

5. I have removed, in my revised initial response, my initial comment about Dr. Stern’s objectivity.

6. I very much appreciate Dr. Stern’s revisions to her initial column, and have adjusted my response accordingly.

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