CAA’s meeting actions explained
I understand the Grand Rapids Business Journal has questioned the presence of a quorum and the conduct of business by the Board of Directors of the Grand Rapids-Kent County Convention/Arena Authority at a meeting held on Friday, June 4, 2010. I have served as legal counsel to the CAA since its inception in 2000. I prepared the Articles of Organization and Bylaws pursuant to which the board operates and have attended the vast majority of board meetings. I would like to address the Business Journal concern.
By way of background information, the CAA Board consists of seven members established pursuant to a state statute and appointed by different prescribed persons or entities. The board is composed of community leaders who have many other responsibilities, but I believe take seriously their public obligations as CAA board members, which include much more than attending monthly board meetings.
The board recently changed its meeting date and its meeting structure to facilitate greater board interaction with its two standing committees — the Finance and Operations Committees. Generally, in alternating months, each of the standing committees meet monthly at 7:30 a.m. with all CAA board members also serving as members of the committees. Immediately after the committee meeting, the regular CAA Board meeting is held. June 4 was only the second meeting under this new structure with a new meeting date.
The agenda of the June 4 Operations Committee took longer than expected, delaying the start of the general CAA board meeting. Just prior to convening the regular board meeting, one of the board members indicated he had a conflict and would not be able to stay for the regular board meeting. I was asked if the regular meeting of the board could be convened with four of seven board members present and then continue the meeting after that board member left (which occurred right after the meeting was convened). I indicated that I thought it was permissible so long as a quorum was present when the meeting convened.
On reflection, even if I was right on the law, the board should have reconvened when more board members could attend. In fact, subsequent to the meeting, I determined that the board should ratify its actions at a subsequent board meeting and discussed this with the board member who chaired the meeting.
The two significant action items for the June 4 meeting were approval of the CAA’s next fiscal year budget and the five-year rate sheet. Each of these items were formally presented and fully discussed at the board’s May meeting with the board allowing a month for further questions and public input before considering approval at the June 4 meeting.
The June 4 vote on each of these items was the final formal step in the preparation, review and approval process and historically has not been where extensive discussion occurs.
I know each of the board members and can personally attest for their compassion for this community and the seriousness with which they address the CAA and its work all without receiving any monetary compensation. They are each employed full time and are involved in supporting this community as volunteers in many capacities, including many things they do for the CAA outside of attending board meetings.
Attendance at board meetings has generally not been an issue. For example, the current serving chair has only missed four of 69 board meetings during the time he has served as chair. In other words, he has attended and presided over 94 percent of the meetings held while serving as chair. I believe any reasonable person will recognize that from time to time conflicts will arise which prevent attendance.
The board will continue to review its meeting schedule and process to ensure maximum board participation and public input. I can assure you that these board members are dedicated and well-meaning folks.
Finally, let me assure you that this meeting, as well as all the board meetings, including meetings of its Finance and Operations Committees are held as public meetings, noticed and held in accordance with the Michigan Open Meetings Act.
Richard A. Wendt