By Andy Kramek, May 7, 2020
The New Board has Acted!
So Ms. Luehring has been dismissed, and Mr. Campagna has resigned, from the Board of Directors. OK, lots of euphoria and high-fiving but let’s get down to the brass tacks of the situation.
The removal of Ms. Luehring, and the consequent resignation of Mr. Campagna, raises some interesting possibilities. One such is that it opens the way for the newly elected members to appoint two additional members to fill the vacancies until the next election. (Indeed it has even been asserted, openly, by an ex-Board member that this was the ONLY reason for Ms. Luehring’s dismissal). Either way, it is not unreasonable to assume that any such appointees will hold similar views to the rest of the Board – at least with respect to the future direction of the Village. Hopefully, this would not be the only criterion for selection, and appointees will be chosen for specific additional skills or experience (e.g., legal or marketing) that they can bring to the Board. If the appointees do share the other Board Members’ vision, then we would, for the first time in four years, have a Board whose focus is not devoted to implementing the New Urbanism “Comprehensive Master Plan.”
The current (and so far only) CEO has been the principal advocate for, and has explicitly claimed ownership of, that plan. Indeed, she has made its implementation the primary focus of her administration – to the neglect of almost every other function. The defeat, in 2018, of all 13 of the proposed amendments which were designed to enable (and in some cases were actually necessary prerequisites for) the full implementation of the CMP should have prompted serious questions about the continued viability of that plan. However, it did not. The CEO continued pushing forward with her agenda despite continued opposition from property owners.
The 2019 Board election resulted in seating three new Board members, who all ran on platforms opposed to the CMP. One of them (Mr. Campagna) promptly reversed his position on virtually every campaign promise and accepted the position of Vice-Chair. After complaints initiated by the CEO against the other two newly elected members, one (Mr. Garrison) was dismissed for reasons that have never been officially made public. By all accounts a breach of confidentiality was involved, however, the breach was actually the action of a third party and not the Board Member. Despite that, he was voted off the Board by the majority and the other (Ms. Podawiltz) was, apparently, reprimanded. The net result was that the CEO retained total control over the direction of the village and continued to push forward the CMP. Changes were made to governing documents, by-laws, and committees in furtherance of advancing the (in the absence of the necessary changes to articles) now unworkable CMP.
The most recent Board election served to confirm, if further confirmation were needed, that a significant number of property owners (both resident and non-resident) were unhappy with the direction in which the CEO was taking the Village. Over 91% of all votes cast in that election were for candidates who ran on a platform that included the abolition of the CMP. The sole supporter of the CMP gathered only 8.6% of votes despite an aggressive and widely publicized campaign (that included some distinctly partisan assistance from senior POA management and some most improper statements, and actions, by the then Board Chair).
One of the final actions of the outgoing Board, under the Chairmanship of Mr. Weiss, in 2018, was to change the terms of the CEO’s contract so that she could only be terminated with a minimum of six out of seven Board Member votes. Clearly, hitherto, the CEO has had more than one supporter on the Board, and so any attempt to oust her would fail. That is no longer the case and, were the Board to appoint two additional members who would support such an action, the CEO could find herself in real danger of being terminated by the Board vote.
So where does all of this leave us? If nothing else it puts the CEO in a somewhat parlous position. Clearly the new Board is not in agreement with either her plan or the direction in which she is trying to move the village. So, as the Board’s employee, she will either have to drop her advocacy and pursuit of the CMP or face the possibility her contract could be terminated. The limited evidence to date is that the CEO has shown no sign of being willing to compromise on her position vis-à-vis the CMP. Indeed, if anything, she has doubled down on it, stating publicly that without the CMP she “could not do her job”, and that her staff would be “confused”.
So the key question confronting us is, what would an enforced termination of the CEO contract cost? I guess (because I have not seen her contract) that she has made provision for such an eventuality and, we can be sure, the cost will be significant. Whether it is too high is something that the Board will have to decide should they choose to dismiss someone who, not only does not share but actively opposes, the vision for the future of Hot Springs Village on which they were elected.
By Andy Kramek, May 7, 2020
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