Resolution: RA Board and Staff Relationship
Resolution: RA Board and Staff Relationship
Resolution: RA Board and Staff Relationship
I. Procedural Items
Item Disposition Page #
A. 6:30 pm Call to Order & Opening Remarks Discussion 2
Sridhar Ganesan, Vice President
B. 6:35 pm Approval of May 24, 2018 Regular Board Meeting Agenda Action 3
Sridhar Ganesan, Vice President
C. 6:40 pm Consent Calendar Action 4
Sridhar Ganesan, Vice President
1. Approval of Board Minutes – April 11, 2018 Initial Meeting; April 19, 2018 Unanimous
Consent Resolution; April 23, 2018 Unanimous Consent Resolution
2. Approval of Timeline for Category B Director Appointment Process
3. 2018 Member Listening Tour Dates
4. Amendments to Committees Resolution 5; Board Advisory Committees
5. Committee & Working Group Appointments
D. 6:45 pm Member Comments Discussion 31
Sridhar Ganesan, Vice President
II. Presentations, Discussion & Action Items
Item Disposition Page #
E. 7:00 pm Interview & Appointment of Hunters Woods-Dogwood District Director Action 32
Sridhar Ganesan, Vice President
F. 7:30 pm Election of President Action 44
Sridhar Ganesan, Vice President
G. 7:45 pm Update of Board Committee Assignments Action 46
Sabrina Tadele, Board & Committee Liaison
H. 8:00 pm 2018 Environmental Advisory Committee Work Plan Action 48
Sue Beffel, Chair, Environmental Advisory Committee
I. 8:10 pm Board & Association Operations Resolution 5; Board/Staff Relationship Discussion 56
John Mooney, North Point District Director
J. 8:30 pm Amendments to Committees Resolution 4; Board Committees Action 66
Sridhar Ganesan, Vice President
Eric Carr, Treasurer
K. 8:40 pm Results of Risk Tolerance Survey Informational 74
Sridhar Ganesan, Vice President
Eric Carr, Treasurer
L. 8:50 pm Recreational Facility Analysis Discussion 81
Larry Butler, Acting CEO & Senior Director of Land Use & Planning
M. 9:20 pm Executive Session to Discuss Contractual & Personnel Matters Action 83
President
N. 10:20 pm CEO Search Process Action 88
President
III. Close of Meeting
Item Disposition Page #
O. 10:40 pm Adjourn Action 90
President
VISION Leading the model community where all can Live, Work, Play, and Get Involved.
MISSION To preserve and enhance the Reston community through outstanding leadership, service and stewardship of our resources.
1
CORE VALUES Service. Collaboration. Stewardship. Innovation. Leadership.
Item A
Consent Calendar
Sridhar Ganesan, Vice President
1. Approval of Board Minutes – April 11, 2018 Initial Meeting, April 19, 2018 Unanimous
Consent Resolution, and April 23, 2018 Unanimous Consent Resolution
2. Approval of Timeline for Category B Director Appointment Process
3. 2018 Member Listening Tour Dates
4. Amendments to Committees Resolution 5; Board Advisory Committees
5. Committee & Working Group Appointments
AGENDA ITEM SUMMARY
May 24, 2018
Board Motion: Move to adopt the Consent Calendar as written, including the following items:
1. Approval of Board Minutes – April 11, 2018 Initial Meeting, April 19, 2018 Unanimous Consent
Resolution, and April 23, 2018 Unanimous Consent Resolution
2. Approval of Timeline for Category B Director Appointment Process
3. 2018 Member Listening Tour Dates
4. Amendments to Committees Resolution 5; Board Advisory Committees
5. Committee & Working Group Appointments
BACKGROUND
In an effort to more efficiently and effectively address the routine and/or non-controversial issues brought
before the Board on a monthly basis, the Association employs the use of a Consent Calendar.
As per Robert’s Rules of Order, the items on the Consent Calendar are to be taken up in order, unless objected
to, in which case they are restored to the ordinary process by which they are placed in line for consideration
on the Regular Agenda. The Board also has the option of considering matters on the Consent Calendar in
gross, without debate or amendment.
The Consent Calendar for the May 24, 2018 meeting of the Board of Directors includes the following
motions, with full Item Summaries attached:
1. Move to approve the minutes of the: April 11, 2018 Initial Meeting, April 19, 2018 Unanimous Consent
Resolution, and April 23, 2018 Unanimous Consent Resolution
2. Move to approve the proposed timeline for the appointment of a Category B Director.
3. Move to approve the proposed calendar of dates for a 2018 Member Listening Tour.
5. Move to approve:
− The appointment of John Norton as a member of the Elections Committee for a term of three
years, ending in May 2021; and
− The appointment of Patti Lentz as a member of the 55+ Advisory Committee for a term of three
years, ending in May 2021; and
− The appointment of Joanna Simon as a member of the 55+ Advisory Committee for a term of three
years, ending in May 2021; and
− The appointment of Rick Stout as a member of the Parks & Recreation Advisory Committee for a
term of three years, ending in May 2021; and
− The appointment of Brian Pittack as a member of the Parks & Recreation Advisory Committee for a
term of three years, ending in May 2021; and
6. Direct Staff to issue a second call for candidates for non-lakefront property owners to serve on the Lakes,
Docks & Boats Working Group.
Approval of Board Minutes – April 11, 2018 Initial Meeting, April 19, 2018 Unanimous
Consent Resolution, and April 23, 2018 Unanimous Consent Resolution
Sridhar Ganesan, Vice President
DRAFT
I. PROCEDURALITEMS
Director Ganesan, seconded by Director Carr, moved to adopt the April 11, 2018 Initial Meeting
agenda.
The motion passed unanimously.
Director Mooney, seconded by Director Ganesan, moved to approve the minutes of the March 27, 2018
regular meeting of the board of directors.
The motion passed with votes recorded as follows:
AYE: Directors Bobzien, Mooney, Bitzer, Carr, Ganesan and Hebert.
ABSTAIN: Directors Iyer and Sigle.
B. Member Comments
The following member provided comments to the Board of Directors:
1. Jeremy Novak, 2005 Halyard Lane – Topic: Stated various facts related to his boats violation.
Appealed to the board to vacate the citation.
C. Election of Officers
Vice President Bobzien read the instructions for the Election of Officers.
Director Hebert, seconded by Director Ganesan, nominated Director Bobzien for the position of
President of the Association.
Director Iyer nominated Director Sigle for the position of President of the Association. The nomination
failed for lack of a second.
Vice President Bobzien asked for other nominations; having none, Vice President Bobzien requested a
motion to close the floor for nominations.
Director Carr, seconded by Director Mooney, moved to close the floor for nominations for the position
of President.
The motion passed unanimously.
The directors completed secret ballots for the office of President. General Counsel Anthony Champ
collected the secret ballots for the office of President and left the room with Assistant Secretary
Sabrina Tadele to tabulate the results.
Mr. Champ announced that Director Bobzien was elected to the office of President.
Director Hebert, seconded by Director Mooney, nominated Director Ganesan for the position of Vice
President of the Association.
Director Bitzer, seconded by Director Iyer, nominated Director Sigle for the position of Vice President of
the Association.
President Bobzien asked for other nominations; having none, President Bobzien requested a motion to
close the floor for nominations.
Director Mooney, seconded by Director Carr, moved to close the floor for nominations for the position
of Vice President.
The motion passed unanimously.
Directors Ganesan and Sigle each made statements explaining their interest in the position.
The directors completed secret ballots for the office of Vice President. General Counsel Anthony
Champ collected the secret ballots for the office of Vice President and left the room with Assistant
Secretary Sabrina Tadele to tabulate the results.
Mr. Champ announced that Director Ganesan was elected to the office of Vice President.
Office of Secretary
President Bobzien called for nominations for the office of Secretary.
Director Sigle, seconded by Director Iyer, nominated Director Bitzer for the position of Secretary of the
Association.
President Bobzien asked for other nominations; having none, President Bobzien requested a motion to
close the floor for nominations.
Director Mooney, seconded by Director Sigle moved to close the floor for nominations for the position of
Secretary.
The motion passed unanimously.
Directors Mooney and Bitzer each made statements explaining their interest in the position.
The directors completed secret ballots for the office of Secretary. General Counsel Anthony Champ
collected the secret ballots for the office of Secretary and left the room with Assistant Secretary
Sabrina Tadele to tabulate the results.
Mr. Champ announced that Director Mooney was elected to the office of Secretary.
Office of Treasurer
President Bobzien called for nominations for the office of Treasurer.
Director Iyer, seconded by Director Sigle, moved to issue a call for candidates for the position of
Treasurer.
Vice President Ganesan, seconded by Director Hebert, nominated Director Carr for the position of
Treasurer of the Association.
Director Bitzer, seconded by Director Iyer, nominated Director Sigle for the position of Treasurer of the
Association.
President Bobzien asked for other nominations; having none, President Bobzien requested a motion to
close the floor for nominations.
Vice President Ganesan, seconded by Secretary Mooney, moved to close the floor for nominations for
the position of Treasurer.
The motion passed unanimously.
The directors completed secret ballots for the office of Treasurer. General Counsel Anthony Champ
collected the secret ballots for the office of Treasurer and left the room with Assistant Secretary
Sabrina Tadele to tabulate the results.
Mr. Champ announced that Director Carr was elected to the office of Treasurer.
President Bobzien announced that Hunters Woods Dogwood Director Victoria White had moved out of her
district, effectively resigning her position on the board of directors.
Director Bitzer, seconded by Secretary Mooney, moved to direct staff to issue a call for candidates for the
vacant Hunters Woods Dogwood District Director position and schedule interviews with candidates during the
May 24, 2018 regular meeting of the board.
The motion passed unanimously.
Secretary Mooney, seconded by Treasurer Carr, moved that the Reston Association Board of Directors
certifies to the best of each member’s knowledge that only those matters (appropriate for executive
session – of a personnel, contractual, or legal nature) were heard, discussed, or considered by the
Board during executive session.
The motion passed unanimously.
President Bobzien read the attached statement on Fairfax County staff’s response on the proposed
PRC amendment into the record.
Treasurer Carr, seconded by Secretary Mooney, moved to adopt the board committee assignments as
delineated below:
I. Adjourn
Treasurer Carr, seconded by Vice President Ganesan, moved to adjourn the meeting.
Respectfully submitted,
John Mooney
Reston Association Secretary
Attachments to Original:
- Statement of Reston Association on Fairfax County Staff’s Recent Response on the Proposed PRC
Amendment
I move that the Board of Directors approve this correct version of the contract to hire Larry Butler as
Acting CEO. Please indicate your affirmative vote by email, and once we have a unanimous vote, I will
sign the contract on Monday at 10:00 a.m. I will not return to Reston until Saturday afternoon. Thanks
in advance.
---
From: sridhar ganesan [mailto:[email protected]]
Sent: Thursday, April 19, 2018 4:32 PM
To: David Bobzien <[email protected]>
Cc: BoardOfDirectors <[email protected]>
Subject: Re: Error in contract
I approve.
Sridhar Ganesan
+1-202-409-2722
---
From: Eric Carr [mailto:[email protected]]
Sent: Thursday, April 19, 2018 4:32 PM
To: Sridhar Ganesan <[email protected]>
Cc: BoardOfDirectors <[email protected]>; David Bobzien <[email protected]>
Subject: Re: Error in contract
Concur.
---
From: Ven Iyer
Sent: Thursday, April 19, 2018 5:06 PM
To: Eric Carr <[email protected]>; Sridhar Ganesan <[email protected]>
Cc: BoardOfDirectors <[email protected]>; David Bobzien <[email protected]>
Subject: Re: Error in contract
I concur.
Ven Iyer
---
From: John Mooney [mailto:[email protected]]
Sent: Thursday, April 19, 2018 5:18 PM
To: Sridhar Ganesan <[email protected]>
Cc: David Bobzien <[email protected]>; BoardOfDirectors <[email protected]>
Subject: Re: Error in contract
I concur.
John Mooney
---
From: Andrew Sigle [mailto:[email protected]]
Sent: Thursday, April 19, 2018 5:34 PM
To: David Bobzien <[email protected]>
Cc: BoardOfDirectors <[email protected]>
Subject: Re: Error in contract
I approve.
Andy Sigle
---
From: Julie Bitzer [mailto:[email protected]]
Sent: Thursday, April 19, 2018 6:34 PM
To: David Bobzien <[email protected]>
Cc: BoardOfDirectors <[email protected]>
Subject: Re: Error in contract
I approve
---
From: Director Hebert
Sent: Thursday, April 19, 2018 7:53 PM
To: Julie Bitzer <[email protected]>
Cc: David Bobzien <[email protected]>; BoardOfDirectors <[email protected]>
Subject: Re: Error in contract
Approve
Board Members: Here is one more, and I hope the last, motion for the weekend requiring
unanimous consent by the Board.
Move to approve the Secretary’s Certificate as presented, which sets forth that:
President David Bobzien, Vice President Sridhar Ganesan in the absences of the President, and Acting
Chief Executive Officer Larry Butler, each being an officer of the Corporation (collectively, the “Officers”)
are authorized and empowered to execute and deliver performance agreements, bonds, escrow
agreements, permit applications, deeds, record plats and other related documents which may be
required by various governmental municipalities and agencies.
---
From: Eric Carr
Sent: Friday, April 20, 2018 12:57 PM
To: David Bobzien <[email protected]>
Cc: BoardOfDirectors <[email protected]>; Robert Wood <[email protected]>; Larry Butler
<[email protected]>; Anthony Champ <[email protected]>; Sabrina Tadele <[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
Concur.
Eric
---
From: John Mooney
Sent: Friday, April 20, 2018 1:18 PM
To: Eric Carr <[email protected]>
Cc: David Bobzien <[email protected]>; BoardOfDirectors <[email protected]>; Robert
Wood <[email protected]>; Larry Butler <[email protected]>; Anthony Champ <[email protected]>;
Sabrina Tadele <[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
I concur.
John Mooney
I concur! Thanks.
Sridhar Ganesan
---
From: Julie Bitzer
Sent: Friday, April 20, 2018 2:19 PM
To: John Mooney <[email protected]>
Cc: BoardOfDirectors <[email protected]>; David Bobzien <[email protected]>; Eric
Carr <[email protected]>; Larry Butler <[email protected]>; Sabrina Tadele <[email protected]>;
Anthony Champ <[email protected]>; Robert Wood <[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
I concur.
---
From: Sherri Hebert
Sent: Saturday, April 21, 2018 7:03 AM
To: Julie Bitzer <[email protected]>
Cc: BoardOfDirectors <[email protected]>; David Bobzien <[email protected]>; Eric
Carr <[email protected]>; John Mooney <[email protected]>; Larry Butler <[email protected]>;
Sabrina Tadele <[email protected]>; Anthony Champ <[email protected]>; Robert Wood
<[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
Concur.
---
From: Andrew Sigle <[email protected]>
Sent: Saturday, April 21, 2018 9:04:37 AM
To: David Bobzien
Cc: BoardOfDirectors; Robert Wood; Larry Butler; Anthony Champ; Sabrina Tadele
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
approve.
Andy Sigle
---
From: Ven Iyer
Sent: Monday, April 23, 2018 1:08 PM
To: Andrew Sigle <[email protected]>; David Bobzien <[email protected]>
Cc: BoardOfDirectors <[email protected]>; Robert Wood <[email protected]>; Larry Butler
<[email protected]>; Anthony Champ <[email protected]>; Sabrina Tadele <[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
Approve.
---
From: David Bobzien
Sent: Monday, April 23, 2018 1:28 PM
To: Ven Iyer <[email protected]>
Cc: Andrew Sigle <[email protected]>; BoardOfDirectors <[email protected]>; Robert
Wood <[email protected]>; Larry Butler <[email protected]>; Anthony Champ <[email protected]>;
Sabrina Tadele <[email protected]>
Subject: Re: Secretary's Certificate Motion Requiring Unanimous Consent from The Board
CONSENT CALENDAR ITEM 2: Approval of Timeline for Category B Director Appointment Process
PRESENTER: Sridhar Ganesan, Vice President
Board Motion: Move to approve the proposed timeline for the appointment of a Category B Director.
BACKGROUND
On April 27, 2018, Apartment Owners’ Representative David Bobzien resigned from the RA Board of Directors,
creating a vacancy of the Category B Director seat. Category B Members are owners of lots on which multifamily
dwelling units are constructed (i.e. apartment buildings).
As per the Reston Deed, Section III.5(d)(3), “A vacancy in the Category B Director seat shall be filled by a majority
of the votes of the Category B Members, until the next annual election, at which time the Category B Members
shall elect a Director to fill the unexpired term.”
Without a policy in place to dictate the mechanics of this appointment process, staff is seeking approval from
the board on a proposed timeline:
Date Action
May 2018 Staff will update the designated voting representative on file for each apartment and
notify apartment owners (or their designees) of the vacancy. (Underway)
NLT June 1, 2018 The floor will be opened for nominations for the position, and RA staff will collect
nominations for two weeks (10 business days), after which the floor will be closed.
NLT June 15, 2018 The floor will be closed for nominations, and staff will issue ballots to the designated
voting representatives, who will have five business days to vote.
NLT June 19, 2018 Ballots will be tallied, and an appointee will be announced.
If this timeline is approved, the Category B Director will be appointed in time to sit for the June 28, 2018 board
meeting.
BUDGET IMPACT
There is no budget impact associated with this action.
Board Motion: Move to approve the proposed calendar of dates for a 2018 Member Listening Tour.
BACKGROUND
In 2017, the Board of Directors conducted a series of Member Listening Meetings throughout the four voting
districts in Reston. At these meetings, the board and RA staff collected member input for incorporation in the
2018-2019 budget. The feedback received by staff on these meetings showed they were a valued opportunity
for RA members to speak with their board representatives. As such, staff recommends repeating a Member
Listening Tour annually.
The following dates are proposed for the 2018 Member Listening Tour:
• Wednesday, Sept. 26 – 7 p.m. to 9 p.m. – South Lakes District
• Wednesday, Oct. 3 – 7 p.m. to 9 p.m. – North Point District*
• Wednesday, Oct. 10 – 7 p.m. to 9 p.m. – Hunters Woods/ Dogwood District
• Wednesday, Oct. 17 – 7 p.m. – 9 p.m. – Lake Anne/ Tall Oaks District
* Conflicts with Legal Committee meeting.
BUDGET IMPACT
There is no budget impact associated with this initiative.
Board Motion: Move to approve the amendments to Committees Resolution 5; Board Advisory
Committees.
BACKGROUND
In conjunction with the submission of their 2018 work plan, the Environmental Advisory Committee (EAC) has
proposed minor amendments to the stated description and responsibility of the EAC in Committees Resolution
5; Board Advisory Committees (see attached).
BUDGET IMPACT
There is no budget impact associated with this initiative.
WHEREAS, the Board of Directors is responsible for the administration and operation of the Association
consistent with the amended provisions of the Reston Documents; and
WHEREAS, Section III.2(e) of the First Amendment to the Deed of Amendment to the Deeds of Dedication of
Reston (“Amended Reston Deed”) delineates that it is a purpose of the Association to do any and all lawful
things and acts that it, in its discretion, may deem to be for the benefit of the Property and the Owners and
inhabitants thereof; and
WHEREAS, Section III.2(f) of the Amended Reston Deed delineates that it is a purpose of the Association to
exercise the powers now or hereafter conferred by law on incorporated property owners associations
including those powers specified in the Virginia Nonstock Corporation Act and the Property Owners’
Association Act (“POAA”), as may be necessary or desirable to accomplish the purposes of the Association; and
WHEREAS, Section IX.2 of the Amended Bylaws for the Reston Association (“Amended Bylaws”) grants the
Board of Directors the right to establish, by resolution, Advisory Committees comprised of Members to give
advice on Association matters and to perform such duties as may be requested by the Board of Directors; and
WHEREAS, Committees Resolution 1 delineates the manner in which Advisory Committees are to operate.
NOW, THEREFORE, BE IT RESOLVED, that Advisory Committees shall consist of at least three (3) and no more
than fifteen (15) Reston Association Members, appointed by the Board of Directors for a term of three (3)
years; a Staff Liaison who shall serve as an ex officio member; and one RA Board Director who shall serve as an
ex-officio member.
BE IT FURTHER RESOLVED, that the following Advisory Committees be established to assist in the work of the
Board of Directors:
1. Description. This committee advises the Board on the ecologically sound management of the
Association’s environmental resources, including its waters, natural areas and wildlife.
2. Responsibilities.
i. Investigate initiatives, issues and Member concerns related to the Association’s environmental
resources, and bring concerns to the Board as appropriate.
ii. Develop and evaluate management strategies for the protection, enhancement, and use of
environmental resources, and recommend modifications to the Board of Directors and the Chief
Executive Officer (CEO), as necessary and appropriate.
1. Description. This committee advises the Board of Directors on: a) the sound management and
development of facilities and amenities for Association members; b) the delivery of Association
sponsored or co-sponsored recreation/ leisure activities and services; and c) prioritizing funding for
capital improvements and recreation services.
Responsibilities.
i. A review and evaluation of Common Area facility levels of service and utilization, and the
desirability of adding/ converting/ modifying or eliminating facilities and services.
ii. An assessment of park and recreation needs
iii. Identifying opportunities for funding and/ or partnerships to implement facility and program
improvements.
iv. An evaluation of existing programs for the purpose of recommending new programs, changes to
existing programs, or the elimination of programs.
v. In coordination with the Association’s Department of Parks & Recreation, an exploration of
initiatives that will optimize Members’ use of Common Area facilities, programs, and services.
vi. A community engagement initiative designed to involve members in parks and recreation
planning and evaluation activities.
vii. An annual update and prioritization of the Association’s Parks & Recreation Capital
Improvements Plan.
1. Description. This committee advises the Board on how to enhance the general welfare and well-
being of RA members ages 55 and over.
2. Responsibilities.
Composition. This committee may be composed of RA Members who are 55 years and older and may
also include representatives from Reston-based organizations serving the 55+ community.
1. Description. This committee advises and makes policy recommendations to the Board of Directors
on the development, integration, management, and sustainable use of infrastructure for all modes
of transportation within and impacting Reston.
2. Responsibilities.
i. Provide recommendations to the Board of Directors for improvements to, changes to, or
funding for multi-modal transportation infrastructure.
ii. Educate and encourage utilization of mass transit (including intra-Reston Systems), pedestrian,
and bicycle systems for transportation and recreation inside and outside of Reston.
iii. Identify transportation safety concerns and provide recommendations.
iv. Identify education and community outreach opportunities and activities on multi-modal
transportation systems.
v. Attend and track regulatory and advisory body meetings relevant to all modes of
transportation and provide the Board and staff regular updates.
ATTEST: Resolution was adopted at a Regular Meeting of the Reston Association’s Board of Directors held on
December 14, 2006; and amended on June 28, 2007; December 18, 2008; May 28, 2009; July 29, 2010;
September 23, 2010; June 26, 2014; July 31, 2014; December 18, 2014; September 24, 2015; November 16,
2017; and January 25, 2018; and XXXXXXXXXXX, 2018.
________________________________________________________________________________________________________
Assistant Secretary
Board Motion 2: Direct Staff to issue a second call for candidates for non-lakefront property owners to
serve on the Lakes, Docks & Boats Working Group.
BACKGROUND
As per Section IX.4(a) of the Amended Bylaws of Reston Association (RA), the Board of Directors is
responsible for making all Committee appointments.
Note: The Board has expressed interest in soliciting representation from more non-lakefront property
owners on the Lakes, Docks & Boats Working Group to enable more balanced consideration of RA’s lakes-
related policies. If the Board passes Motion 2 above, RA Staff will publicize a second call for candidates,
schedule additional interviews, and seek a unanimous consent resolution from the Board for appointment of
one or more additional members to the Lakes, Docks & Boats Working Group before the working group’s first
meeting.
1. Member Comments during Reston Association Board Meetings are reserved for
Reston Association residential property owners and renters.
2. When called on by the Board President, speakers are to state their full name
and street address.
NOTE: Comments are timed by the Secretary/ Assistant Secretary. An alarm will
sound when the speaker’s allotted time, as outlined above, has expired. This is
done to ensure all speakers are given equal time at the lectern. The above
guidelines are subject to change at the discretion of the President.
Item E
Proposed Board Motion: Move to appoint ___________ to the open Hunters-Woods Dogwood District
Director Seat to serve until the next regular election in April 2019.
BACKGROUND
The recent resignation of Victoria White from her seat on the Reston Association (RA) Board of Directors created a
vacancy for the position of Hunters Woods-Dogwood District Director. During the May 24, 2018 meeting of the
Board of Directors, the board will appoint an individual to serve in this position until the next regular election in
April 2019.
The following individuals filed applications to be considered for appointment by the publicized deadline of 5 p.m.
on Friday, May 11, 2018. Application materials for each candidate are attached.
1. Rick Landers
2. Caren Anton
3. John Bowman
4. Travis Johnson
BOARD AUTHORITY
Pursuant to Article III.5 (d) (3), and consistent with the Act, a “vacancy of the Director seat may be filled by
appointment by the remaining Directors, even if less than a quorum, until the next annual election at which time
the Category A and CMembers shall elect a Director to fill the unexpired term.”
1. QUALIFICATIONS
2. GOALS
The Board of Directors desires to appoint a Member of the Reston Association to fill the vacant Hunters
Woods/Dogwood District Director Seat. The term of such appointment will expire in April 2019. All
individuals interested in making application for appoint must completed the following Statement of
Candidacy. Please print or type all information.
Travis G. Johnson
Name
11741 Dry River Ct, Reston, VA 20191
Address
484-330-0210
Phone Contact
[email protected]
________________________________________________________________________________________________________
E-mail Address
The answers to the following questions will be considered by the Board of Directors to better understand
each Candidate’s knowledge of the Reston Association and qualifications for serving on the Association’s
Board of Directors.
A. Qualifications: What skills, experience and attributes would make you a good RA Board member? In
your response, please address your experience with: (a) Reston Association; (b) other corporate or
nonprofit boards; and/or (c) other volunteer activities. (Maximum 150 words)
I have recently been a candidate for the RA Board. I’ve spent time with members in
every corner of our community and learned their needs, concerns and issues. I’ve
become well-versed in Reston’s history and I have a working knowledge of our
governing documents. I am currently engaged in the management of financial,
administrative, and educational resources as a member of the Social Justice Council at
the Unitarian Universalist Congregation of Fairfax. I have also served on the Board of a
B. Goals: What would be your goals as a Reston Association Director? If elected, how would your board
service impact Reston Association? (Maximum 150 words)
1. Help Reston retain its core qualities and values in an era of almost unprecedented
levels of change by working for a comprehensive analysis of our services, amenities,
and infrastructure to determine the real effects of rapid population growth on our
community.
2. Help foster a culture of efficiency and accountability. Reduce costly mistakes ,
making sure we get it right the first time by following a “Plan-Do-Check-Act” model for
any project approved by the RA Board.
3 Promote transparency by openly engaging the Reston community to ensure its
________________________________________
_____________________ 05/11/2018
__________________________________
re
Signature Date
A. Qualifications: What skills, experience and attributes would make you a good RA Board member? In your
response, please address your experience with: (a) Reston Association; (b) other corporate or nonprofit boards;
and/or (c) other volunteer activities.
I have recently been a candidate for the RA Board. I’ve spent time with members in every corner of our
community and learned their needs, concerns and issues. I’ve become well-versed in Reston’s history
and I have a working knowledge of our governing documents. I am currently engaged in the
management of financial, administrative, and educational resources as a member of the Social Justice
Council at the Unitarian Universalist Congregation of Fairfax. I have also served on the Board of a
condominium owner’s association where we dealt with several of the same issues facing the residents of
Reston.
Professionally, I have effectively utilized strategic planning techniques to increase efficiency, expand
business, and implement new processes. This, coupled with four years of non-profit experience in
transportation policy, has prepared me to develop and implement policy and drive effective strategy for
the RA Board.
B. Goals: What would be your goals as a Reston Association Director? If elected, how would your board service
impact Reston Association?
1. Help Reston retain its core qualities and values in an era of almost unprecedented levels of
change by working for a comprehensive analysis of our services, amenities, and infrastructure to
determine the real effects of rapid population growth on our community.
2. Help foster a culture of efficiency and accountability. Reduce costly mistakes , making sure we
get it right the first time by following a “Plan-Do-Check-Act” model for any project approved by
the RA Board.
3. Promote transparency by openly engaging the Reston community to ensure its collective voice is
heard at all levels of government.
4. Work closely with every Board member to build strong working relationships and find common
ground.
5. Utilize my years of experience interviewing and hiring managers and leaders for multimillion
dollar contracts to enable the RA to replace the recently resigned members of the Executive
leadership team.
Election of President
Sridhar Ganesan, Vice President
AGENDA ITEM SUMMARY
May 24, 2018
BACKGROUND
The recent resignation of Apartment Owners’ Representative David Bobzien created a vacancy for the position of
President of the Reston Association. During the May 24, 2018 meeting of the Board of Directors, the board will
elect from amongst the directors an individual to serve in the position of President until the next Initial Meeting
on April 10, 2019.
The following process from Board & Association Operations Resolution 2 will govern the election of President:
• Candidates for the office of President will be nominated from the floor with one Board member making
the initial nomination and a different Board member seconding the nomination. If no second is made, the
nomination fails. Nominations may only be made by members of the Board.
• Once all nominations have been made and seconded, the nomination process for the office of President
will be closed. Each candidate will then be afforded an opportunity to make a brief statement as to why
he/ she is qualified/ interested in serving in that position.”
• Once all candidates have concluded their statements, General Counsel will distribute blank/ secret ballots
for the Board of Directors to use in casting your vote for the specific office under consideration.
• When ballots for an office have been completed, they will be collected by General Counsel. General
Counsel and the Assistant Secretary will leave the room and tabulate the results.
• For a candidate to be elected to office he/ she must receive a majority of the votes cast by the Board of
Directors.
• If the election of a President creates a vacancy in another officer position, the process above will repeat
for that office.
BOARD AUTHORITY
Secret ballot voting is authorized for use in the election of Board officers under §55-510.1.B of the Virginia
Property Owners’ Association Act. Reston Association uses secret ballots in the election of officers, even if only
one candidate has been nominated, to afford each Board member the opportunity to cast his/ her ballot
anonymously, without concern of repercussions of not voting in the same manner as his or her peers.
Proposed Board Motion: Move to approve the amended board committee assignments for 2018.
BACKGROUND
On April 11, 2018, the Board of Directors approved a slate of assignments for board committees and board
advisory committees. However, in light of the two vacancies, the pending change in officers, and the pending
appointments of a Hunters Woods-Dogwood District Director and an Apartment Owners’ Representative, the
committee assignments should be revised.
At a minimum:
1. The composition of the Board Operations Committee and Legal Committee need to be updated to reflect
the new slate of officers. (See notes on committee composition below.)
2. The 55+ Advisory Committee needs a Board Liaison.
Additionally:
1. The Board may wish to assign the newly appointed Hunters Woods-Dogwood District Director to one or
more committees.
2. The Board may wish to reconsider other committee assignments in light of the new board roster.
Approved: 04/11/18
BUDGET IMPACT
There is no budget impact associated with this action.
Proposed Board Motion: Move to approve the Environmental Advisory Committee’s 2018 work plan.
BACKGROUND
In the fall of 2017, the Environmental Advisory Committee (EAC) prepared the attached draft 2018 work plan for
review by the Board Operations Committee.
Please see attached draft work plan and presentation.
Additionally, the Environmental Advisory Committee has prepared the attached memorandum detailing its
progress on the goals contained in its 2017 Work Plan. See attached.
BUDGET IMPACT
There is no budget impact associated with this action. If any initiatives of the EAC require funding in the 2019
budget, a separate request will be made to the board.
Anticipated Status
Strategic Goal & Objective Action Step to Achieve Objective Completion Date
Leading Sustainable Change: To enhance 1. Work with the Pedestrian Lighting Task Force, Design Review Board and December 2018
and protect Reston’s built and natural lighting specialist(s) to develop new lighting guidelines to make Reston a
environments to ensure development and model of environmentally sound lighting practices.
redevelopment is consistent with the
Essential Elements of Reston.
2. As part of the RA Development Plan Review Group, participate in the review
2. Continuously promote and apply design
and maintenance best practices to and comment process for development and redevelopment projects in
complement the integrity and Reston and advise the Board, as appropriate, on the effects of increased
distinctive design characteristics of our density and transit-oriented development or other activities on Reston’s
neighborhood and common areas, as environment.
appropriate.
4. Continuously strengthen the
Association’s influence to conserve the
natural environment and implement
multimodal transportations
improvements.
5. Regularly promote the importance of
sustaining the community’s shared
natural, social and economic resources.
Leading Sustainable Change: To enhance 3. Prepare 2018 Reston Annual State of the Environment Report (RASER), September 2018
and protect Reston’s built and natural track recommendations of the previous year’s report, and assist with
environments to ensure development and related policy development as needed.
redevelopment is consistent with the
Essential Elements of Reston.
4. Continuously strengthen the
Association’s influence to conserve the
natural environment and implement
multimodal transportations
improvements.
5. Regularly promote the importance of
sustaining the community’s shared
natural, social and economic resources.
Managing Competing Resources: To manage 4. Develop, run and evaluate the pilot projects of the Litter Working Group December 2018
our resources to best serve RA and our (LWG) and make recommendations to the Board.
members.
1. Regularly facilitate effective and
5. Request and review annual update on Reston Association’s energy usage
efficient Board decision-making
and conservation efforts and advise the Board as appropriate
practices to manage our competing
resources.
Re: Review of EAC Work Done January 2017 to April 2018 as part of Consideration of the
EAC Workplan for June 2018 through May 2019
Introduction
The following is a review of the major work done by the EAC in the course of the period from January
2017 through April 2018. We trust this summary is helpful to the BOC and the Board, as they consider
the EAC’s proposed workplan for the above noted period. The original proposed workplan was
prepared and approved by the Committee in December 2017, which is why the dates of coverage and
timelines are based on the calendar year. For some unknown reason, the proposal was not taken up
until now. We leave it up to the BOC whether it would like to keep the workplan on a calendar year
basis or alter it to be for a full year from June 2018 through May 2019. We can modify the dates
accordingly before the May 24 meeting of the Board for submission according to the BOC
recommendations.
Review of Major Work Done by the EAC from January 2017 through April 2018
The EAC developed and presented to the Board its recommendations on proposed lighting near Sunrise
Valley Elementary school at its February 2017 meeting. The EAC presented its recommendations on
lighting at the Board’s regular March 2017 meeting. The EAC has met several times with the Pedestrian
Lighting Working Group to coordinate the efforts of both groups for development of an integrated plan
for lighting for RA. Its proposal for the retention of a lighting specialist consultant to assist in this effort
was approved by the Board in its budget with $15,000 set aside for this.
As a follow up to its memorandum of September 9, 2016 to the Board analyzing the Reston Soccer
Association proposed establishment of synthetic turf for the Lake Newport Soccer Fields, the EAC raised
further questions about the proposal in a memorandum dated January 7, 2017 and participated with
various other advisory groups in considering the proposal on January 11, 2017 and advising the Board on
the matter. The Board tabled the consideration of the proposal at its February 23, 2017 meeting.
The EAC reviewed, revised and updated an existing Resource Management Plan that had been
developed by staff and presented the Plan to the Board which approved it on January 26, 2017.
At the January 2017 Board meeting, the EAC made presentations to the Board on the status and
progress of the work of the RASER and Litter Working Groups.
Review of Work Done by EAC from January 2017 through April 2018
May 7, 2018
Page 2
The RASER working Group presented to the Board its first annual report (nearly 200 pages long, with a
25 page Executive Summary), which was accepted by the Board on July 27, 2017. It further presented its
prioritized recommendations and estimated costs at the Board meeting of October 26, 2017. The RASER
Working Group is now engaged in the preparation of the 2nd annual report, which will have a significant
number of new areas not covered in the first report. The RASER Working Group and the EAC have
begun working on a number of detailed policy recommendations for presentation to the Board,
including, among others, recommendations on policies for outdoor cats and the establishment of
charging stations for electric vehicles.
The Litter Working Group proposal for a Litter Pilot Test Project for the Lake Newport Soccer Fields was
approved by the Board on September 28, 2017 and the LWG began coordinating with the Reston Soccer
Association (RSA) thereafter. The sandwich signs for the project were approved by the DRB on October
24. A survey questionnaire was developed and administered through Survey Money with the assistance
of RSA at the end of December and through January 26, 2018. 1205 persons were sent the
questionnaire and 100 persons responded. A follow up on the effectiveness of the effort in the Fall is
now being conducted. The Report should be forthcoming in the near term.
The EAC reviewed the Williams Transco Pipeline request for an Exclusive Easement and Right of Way
along North Shore Drive and made recommendations to the Board concerning the same when the
matter was being considered in May and June of 2017.
In April 2017, the EAC developed and began the regular publication, in coordination with the RA
Communications Office, once a month in the weekly RA Newsletter and in the quarterly Reston
Association Magazine of Environmental Tips for members.
In November of 2016, the EAC had presented extensive comments opposing on the proposal then
presented for redevelopment of the St. Johns Wood apartment complex. In March 2017, the developer
proposed a modified proposal and in April, the EAC presented a detailed analysis of the proposal
showing a number of areas where the proposal did not comply with the Reston Master Plan, would fail
to meet stormwater regulations, or otherwise would not be acceptable from an environmental
perspective. The proposal was later withdrawn by the developer.
The EAC made recommendations for budget to the Board, including: (1) the acquisition of a new pick-up
truck to be used for trash and litter pick-up along with the employment of additional employees
(proposed by the LWG); (2) the inclusion of solar panels for the roof of the Central Services Facility (CSF)
refurbishment; and (3) the inclusion of bird collision prevention film on the new windows of the CSF.
The first recommendation was accepted.
The EAC suggested the exploration of the possibility that RA purchase renewable energy for its facilities
from a remote producer of such energy and began with the RA CEO to explore this with a company
which was proposing the same to Fairfax County. RA’s energy usage is too small to be considered for
such a proposal on its own. This proposal has risen to the Norther Virginia Regional Commission for the
Review of Work Done by EAC from January 2017 through April 2018
May 7, 2018
Page 3
entire region. However, we recently learned that there may be a legal opinion that the County may not
undertake such a proposal. We will be investigating this further.
We also suggested the investigation by the RA CEO of the possibility that RA benefit from a lower
electric rate granted by Dominion Energy to the members of the Virginia Energy Purchasing
Governmental Association (VEPGA) (www.vepga.org). Member municipalities, towns and counties are
eligible to receive reduced electricity rates for their consumption of electricity from Dominion Energy. It
was suggested that the best contact to initiate an exploration of whether RA could receive this benefit
was Susan Hafeli, a FC Utility Analyst who is also the Chair of the VEPGA Board. We do not have further
information on the status of this suggested investigation.
In May, the EAC advised RA on a proposal by a member who wanted the right to plant whatever they
desired on RA land adjoining their cluster where RA had removed Trees of Heaven (invasive species).
The EAC recommended against granting the request.
As an outgrowth of the RASER project, the EAC recommended to the Board that it apply for membership
in the Biophilic Cities Network and designation as a Biophilic City. The Board accepted the
recommendation and the application was accepted and RA was formally designated as a member of the
Biophilic Cities Network and awarded a certificate to that effect at its March 2018 meeting.
As a result of an EAC recommendation made to the Board, in its March 2018 meeting the Board
approved the following resolution unanimously: “to notify Lake Anne Development Partners, its
successors and assigns and its counsel, as well as to notify Fairfax County that RA deems the Land
Exchange Agreement, dated June 26, 2014, terminated and no longer having any force or effect.”
The EAC recommended that the Board oppose the County proposed elevation of the population density
for the Planned Residential Community (PRC) zoning from 13 to 16 persons per acre.
The EAC submitted comments to the Board or to the Land Use and Planning staff regarding a number of
other proposals made by developers, the County or others. These included comments on the proposed
rezoning of Reston Town Center North (RTCN), the Soapstone Connector Environmental Assessment,
the Toll Brothers Valley and Park Project, and others. The EAC has also been following various
developments which have the potential to impinge on open space, such as the recent purchase of
Hidden Valley Golf Course and development in and around that Course, the road through the Golf
Course proposed by the County in its Zoning Map and other developments.
In its most recent meeting on May 1, 2018, the EAC reviewed energy usage by the RA and found that
over the recent years, energy usage has been on the decline, principally because of substitution of older
lighting fixtures with more energy efficient ones. EAC will continue to track the energy usage on an
annual basis.
EAC has suggested that Doug Britt represent it on the Lakes Working Group, which is presently in
formation by the Board.
Review of Work Done by EAC from January 2017 through April 2018
May 7, 2018
Page 4
Finally, throughout the period covered by this review, the EAC has participated in a variety of activities
where it has reached out to the public and other entities. These have included representing the EAC at
the RA Open Houses, the Spring Festival, and other activities held to acquaint members with RA
activities. Members of the EAC have also attended meetings of the County’s Environmental Committee,
the Planning & Zoning Committee, which advises the Hunter Mill District Supervisor on real estate
projects submitted to the County for approval, the County Planning Commission, the DRB meetings,
when matters of potential environmental interest are reviewed, and others. The EAC also coordinates
with Kelsey Steffen, RA Land Use Planner and Larry Butler, RA Senior Director of Land Use and Planning,
to keep track of on-going development and redevelopment projects of interest, both within RA
jurisdiction, as well as those proposed for adjacent areas and to provide analysis as appropriate.
END
Item I
Proposed Board Motion: Move to schedule a Board Work Session on __________, 2018 to discuss
amendments to Board & Association Operations Resolution 5; Board/ Staff Relationship.
BACKGROUND
Over the last several months, the Board Governance Committee (BGC) has taken up the process of amending
Board & Association Operations Resolution 5; Board/ Staff Relationship. Before moving forward with crafting
specific amendments to the resolution, the Board Governance Committee wishes to collect input from the full
Board of Directors on possible relationship structures between the CEO, CFO, Attorney and Board. The following
attachments have been developed by the BGC for use by the board in its deliberations of a reformed reporting
structure for these key personnel.
Attachments:
1. Matrix of possible relationship structures between CEO, Attorney, and Board compared by industry
(nonprofit, municipality, etc.)
2. Matrix in #1 above, with comments from Ken Chadwick, Esq.
3. Compilation of articles on CEO-CFO-Board relationship
Supervisory Functions→
Annual
Hiring/ Firing/ Workplan &
Disciplining Day-to Day Performance Small Work Major Work
Forms of Government↓ and Salary Supervision Evaluation Approval of Purchases Assignments/ Inquiries Assignments/ Inquiries
Proposed RA Resolution 5 BOD, w/ input CEO (as needed BOD in CEO, in accordance with CEO; also Board, CEO and BOD
(Ken’s recommendation) from CEO w/ input from consultation w/ RA Purchasing Policy, w/ in individual Directors & (same as current)
[Requires BOD President CEO constraints of BOD budget Officers through CEO
change in (same as current)
Bylaws}
Proposed RA Resolution 5: TBD TBD TBD TBD TBD TBD
BOD decision
RA Operations Resolution 5: Relations of BOD and Individual Directors to CEO and Other Staff
(JRM 3-25-18, with input from Ken Chadwick on CICCs and from David Bobzien on Urban Co. Executive Form)
Supervisory Functions→ Hiring/Firing/Disciplining & Salary of Hiring/Firing/Disc Supervision of Supervision of Work Assignments/ Work
CEO iplining & Salary CEO Staff Inquiries (Small and Assignments/Inquiries
of Staff (day-to-day, (day-to-day, Large) to CEO (Small and Large) to
annual annual Staff
workplan, workplan,
annual annual
performance performance
Forms of Government ↓ evaluation) evaluation)
Current RA Resolution 5 BOD CEO BOD, w BOD CEO Large: BOD Large & Small: CEO;
President as Small: BOD & Small, Routine Admin.
POC Individual Directors Matters: Board or
individual Directors to
senior staff as permitted
by CEO
Large & Non-Routine:
BOD direction to CEO by
vote at regular mtg.
“Typical” Not-for-Profit Very Large Communities: CEO/Manager, BOD CEO/General Large: BOD and (Again, except for the
Nonstock Common-Interest BOD hires/fires/ disciplines General though very few Manager individual directors larger CICs, very few CICs
Community Corporations Manager, Management Company or CEO communities, or contracted with BOD consent. have internal staff.)
Source: Ken Chadwick except for larger Management Small: BOD &
Note: Not many CICs have Most communities: Hire, fire associations have Firm (Portfolio Individual Directors BOD’s and individual
CEO position similar to management company large staffs. Who Manager) with Board consent. Director’s relationship to
Reston. Many larger hires/fires staff is staff or management
Association’s may have a Hybrids: Hire/fire General Manager, who function of the company probably
General Manager employed manages CIC or manages the contracted contract similar to RA’s current
by the Association or, management firm and any on-site staff, if documents. Could Resolution 5.
alternatively, may hire a any. be General
management firm. Except for Manager or
the larger associations, very Alternatively, in some situations, the contracted
few have in-house staff. Management Firm may have oversight Management
over the General Manager and any staff. Firm.
Urban County Executive Form [As with Co. Mgr. Form] [As with Co. Mgr. [As with Co. [As with Co. [As with Co. Mgr. [As with Co. Mgr. Form]
(Fairfax Co.) Form] Mgr. Form] Mgr. Form] Form]
County Manager Form Board County Manager Board as whole, County Small: Board and Small: Board and (w/
(Arlington Co. with Board Manager individual Board standing or special Oks
Chair as contact Members from Manager) individual
Large: Majority of Board Members.
Board Large: Majority of Board,
with ok of Mgr.
Proposed RA Resolution 5 TBD TBD TBD TBD TBD TBD
6.12 Duty of the CFO—to the CEO or Board? By David Rowat, The Hire
Standard (Vancouver, BC: Corporate Recruiters, 2012). Accessible at
http://earlystagetechboards.com/duty-of-the-cfo-to-the-ceo-or-board
Sometime in the first few weeks on the job, a new CFO should anticipate a low-key
meeting with the Chairman of the Board or the Audit Committee to develop the trust and
working relationship key to a well-managed and well-governed company. Don’t be
surprised if in the course of the meeting, the Chairman pulls the CFO aside and reminds
her that the Board expects the CFO to provide a sober, realistic view of the company’s
progress that the Board can rely on. After all, the CEO is expected to be positive and
upbeat at all times, whereas the CFO is expected to maintain a clear, unemotional view
based on the facts. Sounds reasonable?
In fact, the CFO should get a sinking feeling in her stomach, because the Chairman
has put her in a very uncomfortable position. The CFO’s primary responsibility is to the
CEO, and they must be completely in harmony with each other, with a shared vision
and message. Trust is paramount, without which the relationship cannot succeed. (The
movie Crimson Tide contains a memorable scene where Gene Hackman as submarine
commander explains this concept in no uncertain terms to his first officer Denzel
Washington). Investors and the Board test this relationship and if they are receiving
mixed messages, it may be the first sign of trouble in the company.
Yet the CFO also has a duty to provide plain, true and complete disclosure to the
Board. As long as the Company is executing well, then complete disclosure paints a
glowing picture of health. But what if there are problems that the CEO would rather not
discuss? Does the CFO have an obligation to disclose? If so, does this come at the cost
of damaging the essential trust between the CEO and CFO?
Potential conflicts can be mitigated with open communication. The CEO and CFO must
agree on the protocol for reporting to the Board so that there are no surprises. Early on
in the relationship, the CFO should tell the CEO that the Board is expecting the CFO to
report directly on all financial and operational matters under her review so that the CEO
is aware of the dual reporting aspect of the CFO’s position. The CFO should make very
clear to the CEO that the contents of any discussion with a director will always be
disclosed to the CEO so that there are no hidden messages.
The CFO should provide drafts of all reports to the Board to the CEO first. While the
CEO can suggest improvements, the CEO must leave the final version to the discretion
of the CFO, otherwise it is not her report. This sharing of communications will shine light
on any differences so that they can be ironed out prior to disclosing to the Board.
Importantly, it ensures that the CEO and CFO are, and appear to be, in harmony.
So what happens if the CFO has a different point of view than the CEO? One of the
subtle ways to highlight the differences without betraying trust is for the CFO to
emphasize the key points and to explain the risks associated with the course of action
contemplated. In this way, the CFO can support the CEO while providing more
complete information for the Board to evaluate.
This may also be the way for the CFO to gently correct the CEO if there are any errors
made during the Board meeting. The CFO can offer to provide some “background” on a
certain point which subtly corrects the error without drawing attention to it.
If a disagreement arises between the CEO and CFO that cannot be bridged prior to a
Board meeting, then the CFO can write a memo to file in which she notes the
disagreement, her position and/or recommendation to the CEO and the result. While
this does not absolve the CFO of any liability should the resulting action not turn out
well, it would at least indicate to the Board on subsequent review that the CFO’s
concern was expressed to the CEO at the appropriate time.
Finally, does the CFO’s fiduciary duty to the company compel her to approach the
Board if she perceives that the CEO’s actions or judgment are mistaken, which can
often occur in early stage tech companies with young and inexperienced CEOs?
Typically, the answer is “no”. It is the Board’s responsibility to evaluate the CEO, and
the Directors should exercise their diligence as a matter of course. For the CFO to
initiate that review independently would directly violate the trust between CEO and CFO
described earlier, and so she must demur and let the Board find its own way. If the
issue is important enough that the CFO cannot in good conscience remain silent, then
the CFO must be prepared to resign first before expressing concerns to the Board.
In sum, the CFO’s dual reporting responsibility to the CEO and the Board is recognized
as a potential conflict. Complete sharing of all verbal and written reports allows the CFO
to report to the Board without violating the CEO’s trust. Errors and differences can be
gently managed at Board meetings, but material disagreements may require the CFO to
resign rather than violate the CEO’s trust.
This article first appeared in the Fall 2012 edition of The Hire Standard – the newsletter
of Corporate Recruiters, British Columbia’s leading recruiters of high technology talent.
For a summary of surveys on the CEO-CFO relationship in corporations, see “Understanding the
Relationship Between a CEO and CFO: The Ultimate Partnership,” by CFO Selections, LLC,
Bellevue, Washington (June 30, 2017), accessible
at https://www.cfoselections.com/perspective/understanding-the-relationship-between-a-ceo-and-
cfo-the-ultimate-partnership
Forging a Strong Relationship with the Board: Charles Holley, CFO-in-
Residence http://deloitte.wsj.com/cfo/2017/04/18/forging-a-strong-relationship-with-the-board-
charles-holley-cfo-in-residence/
Charles Holley, retired CFO of Walmart, describes his approach to cultivating a strong
relationship with the board.
As CFO, I considered the board, particularly the audit committee chair, to be my most important
relationship after the CEO. I considered it my fiduciary duty to provide board directors with fact-
based information about management decisions, company issues and challenges to help them
fulfill their own oversight responsibilities. In order to serve in that role for the board, CFOs need
to cultivate a strong relationship with board members, based on two-way communication and
frank discussion of important matters. Perhaps most of all, the CFO-board relationship should
be based on trust. No matter how capable I may have been as CFO, without the board’s trust, I
would not have been in a position to command their attention or respect when discussing
important company matters.
Just as with the relationship with the CEO, CFOs should not expect the board to trust them
automatically. Rather, CFOs have to earn the board’s trust through sustained demonstration of
transparency and regular and appropriately customized communication about financial, audit
and strategic issues. Ultimately, CFOs’ ability to convey a sense of authority, wisdom and depth
of knowledge of the business when discussing issues of great import to the company—what I
think of as gravitas—is key to establishing a trusted and solid relationship with the board.
Based on my own experiences as a CFO, discussions with peer CFOs and my perspective from
the other side of the table as a board member myself, I’ve found that CFOs who enjoy strong,
productive relationships with their boards make it a practice to do the following:
—Control the blocking and tackling. With compliance and regulatory issues continuing to
gain in importance and complexity, CFOs need to make their board confident that financial
reporting, controllership and accounting matters are under control, and that they will be on top of
any emerging issues to ensure the board is not surprised.
—Demonstrate candor and transparency. As CFO, it was my fiduciary responsibility to be the
truth teller to the board, the company executive whom board members could trust to candidly
discuss business developments and to have informed opinions on a range of company issues,
even when they differed from those of other business leaders. When I explained a decision, I
made sure the board understood not just the issue at hand, but how we got there and the
process going forward.
—Understand the board’s personality and communicate effectively. Establishing open and
regular lines of communication is critical to having a strong relationship with the board. My first
step was to learn the board’s operating and communication style—its personality. Some boards
tend to be hands-off and don’t ask a lot of questions, while others are very hands-on,
questioning nearly everything and sometimes inserting themselves into management decisions.
In my opinion, the sweet spot for CFOs is an engaged board, where members ask questions
and want to discuss issues, but leave decision-making to management.
Understanding the board’s personality requires a sustained effort, making time to sit down with
the audit chair and the chairs of other committees to learn what information they want, how they
want it communicated and how often, and how much they want to weigh in on decisions. I found
that boards value being able to discuss and debate important issues with management more
than having voluminous reports and pre-reads, so I focused my communications on providing
the essential information, keeping the discussions at a high level and being prepared for
rigorous questions.
—Develop a focused talent agenda and succession plan. Boards expect CFOs to have a
great bench and a strong succession plan. That was certainly one of my top priorities as a CFO,
and I made sure the audit committee in particular was aware of my talent agenda. I held annual
meetings with the audit committee to review my organization’s structure, people and talent
gaps, and I made it a practice to start all my audit committee meetings by communicating my
staffing plans with the board so there were no surprises and to get their views on my
recommendations.
—Know the business and strategy. To discuss and offer strong, independent viewpoints on
the company’s strengths, challenges and gaps, CFOs need to know the business and the
strategy inside and out. I made it my business to know the details of each business’s operations
as well as the business-segment CEOs did, and I knew the company strategy as well as the
CEO, so that when I spoke to the board my views carried the weight of that knowledge from the
perspective of the company’s financial health.
—Be a strong partner to the CEO. Boards today expect the CFO to be more than an excellent
steward of the company’s finances and an effective leader of the finance organization. Boards
look to the CFO to be a capable strategic leader and trusted right-hand to the CEO, who can
help develop the strategy to achieve the CEO’s strategic vision, articulate that vision to Wall
Street and investors, and execute that strategy to achieve the targeted outcomes.
These traits and capabilities enabled me to develop the gravitas I needed to earn the board’s
respect. And they gave me confidence that when I went before the board to speak about an
important financial or company issue, my words carried the weight of knowledge, experience
and wisdom of a leader the board could trust.
Charles Holley, retired CFO of Walmart, serves as an independent senior advisor to Deloitte
LLP and as CFO-in-Residence of the CFO Program, providing guidance and counsel to staff,
clients and senior leadership. He also serves on the Board of Directors of Amgen, the Dean’s
Advisory Board for the McCombs School of Business at the University of Texas at Austin and
the University of Texas Presidents’ Development Board, as well as the University of Texas
system Chancellor’s Council.
Item J
Proposed Board Motion: Move to approve the proposed amendments to Committees Resolution 4; Board
Committees.
BACKGROUND
The Fiscal Committee has prepared draft amendments to its roles and responsibilities as stated in Committees
Resolution 4; Board Committees.
BUDGET IMPACT
There is no budget impact associated with this action.
WHEREAS, the Board of Directors is responsible for the administration and operation of the Association
consistent with the amended provisions of the Reston Documents; and
WHEREAS, Section III.2(e) of the First Amendment to the Deed of Amendment to the Deeds of Dedication of
Reston (“Amended Reston Deed”) delineates that it is a purpose of the Association to do any and all lawful
things and acts that it, in its discretion, may deem to be for the benefit of the Property and the Owners and
inhabitants thereof; and
WHEREAS, Section III.2(f) of the Amended Reston Deed delineates that it is a purpose of the Association to
exercise the powers now or hereafter conferred by law on incorporated property owners associations
including those powers specified in the Virginia Nonstock Corporation Act and the Property Owners’
Association Act (“POAA”), as may be necessary or desirable to accomplish the purposes of the Association; and
WHEREAS, Section IX.1 of the Amended Bylaws for Reston (“Amended Bylaws”) grants the Board of Directors the
right to establish, by resolution, Board Committees, comprised of Directors and such staff and Members as it
deems appropriate, to assist in the work of the Board of Directors; and
WHEREAS, Section IX.1 of the Amended Bylaws stipulates that Board Committees shall not have any authority
of the Board of Directors unless it is specifically delegated by any resolutions adopted by the Board of
Directors; and
WHEREAS, Committees Resolution 1 delineates the manner in which Board Committees are to operate.
NOW, THEREFORE, BE IT RESOLVED, that the following Board Committees be established to assist in the work
of the Board of Directors:
1. Committee Composition: The President; Treasurer; two other Directors; and, as non-voting members
the Chief Executive Officer; Legal Counsel; and Assistant Secretary.
2. Responsibilities:
a. Board Agenda Development. Assists the Board President in drafting Regular Board Meeting
Agendas.
b. Design Review Board & Committee Composition. Interviews and forwards to the Board of
Directors recommendations on candidates for appointment to open positions on the Design
Review Board, Covenants Committee, Elections Committee, Board Advisory Committees, and
1. Committee Composition: The Vice President; Secretary, two other Board Directors; and, as a non-
voting member, the Chief Executive Officer.
2. Responsibilities:
a. Strategic Planning
1. In coordination with the CEO, leads the Board in recommending a process for developing
the organizations’ multi-year Strategic Plan.
2. Monitors and reports back to the Board of Directors on the implementation of the
Association’s multi-year Strategic Plan.
3. Assist the Board in periodically updating and clarifying primary areas of focus for the
Board – the Board’s agenda for the next 1-2 years based on the Strategic Plan.
b. Board Leadership - Work with each Director to identify the Board tasks and projects he or she
might assume.
c. Board Knowledge
1. Design a process to orient new directors.
2. Design and implement an ongoing program of board information and education.
1. Role
a. The Fiscal Committee will review and monitor the fiscal decisions and financial statements of
Reston Association (RA) in order to ensure compliance with RA governing documents, ensure
decisions made are in the best interest of RA and its members, and assist the Board in fulfilling its
fiduciary responsibilities.
b. The Fiscal Committee will work with the RA Chief Financial Officer (CFO) and RA staff, meet
monthly to discuss and analyze fiscal issues before they are presented to the Board, and advise
the Board on fiscal issues before, during, and/or after Board meetings.
c. A member of the Fiscal Committee, generally, the Chair or Treasurer, will present the Fiscal
Committee Report to the RA Board at monthly meetings, including a synopsis of Committee
members’ opinions in order to ensure that any dissent from its conclusions is acknowledged.
a. Review and provide analysis of fiscal issues for the Board of Directors. The Fiscal Committee will
serve as a preliminary reviewer for and advisor to the Board on all financial matters including:
1. Annual Assessments
2. Financial Statements,
3. Significant financial transactions,
4. Financial policies and procedures,
5. Budgets (capital and operating) in accordance with Financial Resolution 1,
6. Programs and capital projects,
7. Investment policies,
8. Insurance policies,
9. Grant opportunities,
10. Review of financials resolutions
11. Capital Assets Reserve Study
12. Other financial matters as referred to the committee by the Board
a. Review of RA Assessment & Financial Resolutions. At the Direction of the RA Board of Directors,
review existing Assessments and Financial Resolutions adopted by the Board of Directors and
suggest new Resolutions for adoption by the Board of Directors.
b. Budget Review. In accordance with Assessments & Financial Resolution 1 on Biennial Capital &
Operating Budget, participate in public meetings held to receive information on the budget
preparation process as presented by the CEO and provide comments on proposed budget as
prepared by the CEO during public hearings held prior to the Board’s adoption/consideration of
the budget.
At the sole discretion and request of the CEO, the Committee may assist in evaluating or
investigating specific budgetary issues.
c. Insurance. Conduct an annual review of the Association’s insurance programs and report its
findings to the Board of Directors.
d. Investment Policy Review. Periodically reviews, with the Association's Investment Manager,
RA's investment policy and the state of RA's investments. As well, the Committee will make
recommendations for changes to investment strategy, as needed.
e.b. Internal Control. Evaluate the need for an audit of the Association’s system of internal controls.
4. Report to the RA Board of Directors at the Annual Board Meeting the results of the
Audit Committee’s review and oversight of the audit engagement in conjunction
with the independent auditor's presentation of the financial statements and audit
opinion.
4.5. Present the board with any recommendations based on the audit results.
2.3. Composition
Treasurer; Chief Financial Officer who shall serve as a non-voting ex officio member; one RA Board
Director; and up to seven Members with financial experience, as described below, appointed by the RA
Board of Directors. The terms of the Board appointed Committee members shall be for two three
years., staggered so that at least one Committee member is appointed or reappointed each year.
Members being considered for appointment to the Fiscal Committee must be possess the following
qualifications:
At least one Committee member should be a practicing or retired certified public accountant with
significant experience with not-for-profit membership organizations of similar size as the Reston
Association.
The remaining Committee members are to be “financially literate” and collectively possess a diverse
financial skill set with a minimum of either: a bachelor’s degree in accounting, finance, or business
administration; or three years of financial, business or accounting experience.
ATTEST: Resolution was adopted at a Regular Meeting of the Reston Association’s Board of Directors held on
December 14, 2006; and amended on November 15, 2007, May 26, 2011; July 14, 2011; and January 22, 2015;
and XXXXXXX, 2018.
____________________________________________________
Assistant Secretary
No action required.
BACKGROUND
On March 20, 2018, Raffa Wealth Management, LLC (RWM), the firm managing RA’s long-term reserve funds,
conducted a Risk Management Survey to determine whether the investment strategy currently employed for RA’s
long-term reserves was in keeping with the current risk tolerance of the Board of Directors and its Fiscal
Committee. The last Risk Tolerance Survey was conducted in 2013. Ten members of the Board and Fiscal
Committee completed the survey in 2018.
A memorandum from RWM highlighting the survey results is attached. Based on the outcome of the survey, RWM
is recommending no changes from the current strategy, including:
The Fiscal Committee unanimously agreed to keep the current asset allocation as is.
BUDGET IMPACT
There is no budget impact associated with this initiative.
As it has been some time since the Board and Fiscal Committee of the Reston
Association’s (RA) risk tolerance had been reviewed, Raffa Wealth Management
(RWM) thought it was prudent to conduct a risk tolerance survey for the Long
Term Reserve. If responses to the survey showed a clear shift in risk tolerance
for the portfolio, RWM may recommend adjusting the target asset allocation
and other items outlined in the Investment Policy Statement. A total of ten
respondents completed the survey. Based on the survey results along with our
knowledge of best practices for nonprofits the below are our recommendations
for the target asset allocation for the Long Term Reserve. We have included the
results of the surveys in this memo.
It is our recommendation that the target asset allocation for the Reston
Association Long Term Reserve continue to be a mix of 50% stocks and 50%
bonds. This recommendation is based on the following:
The limited expected flows out of the portfolio and lack of historical withdrawals.
The comfort level with year to year volatility from the portfolio and a time
horizon of approximately seven years.
The funds held in the checking account that will smooth out operating expenses
and form a buffer from withdrawals being necessary from the Long Term
Reserve.
The solid current financial position of the organization and positive future
expectations.
The survey results indicated seeking stability from the portfolio was a major goal
and selected investment portfolios that were stability focused.
Based on these issues RWM recommends the Reston Association Long Term
Reserve portfolio target a 50/50 stock to bond allocation.
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Robert Wood Reston Association March 2018
Question 1
7
6
5
4
3
2
1
0
Option A Option B Option C Option D Option E
2) How concerned are you with variability in the market value of the
portfolio?
3|P a g e
Robert Wood Reston Association March 2018
Question 2
8
7
6
5
4
3
2
1
0
Option A Option B Option C
3) Please select the time horizon you have in mind for the
investments in the portfolio.
A) 0 - Three Years
B) 3 - Five Years
C) 5 - Seven Years
D) 2 - Ten Years or more
Question 3
0
Option A Option B Option C Option D
4|P a g e
Robert Wood Reston Association March 2018
Question 4
7
6
5
4
3
2
1
0
Option A Option B Option C Option D
5|P a g e
Item L
No action required.
BACKGROUND
At the March 5, 2018 Board Operations Committee (BOC) meeting, Director Bitzer presented a proposal for an RA
Facilities Analysis to be conducted in 2018, beginning with RA’s aquatic facilities. At that meeting, the BOC
directed staff to return to the May 7, 2018 BOC meeting with a proposed scope of work for an aquatics facilities
working group. After that meeting, RA staff received input from the board officers indicating an interest in a
broader analysis of all facilities, to be completed in time to incorporate findings into the 2019 budget.
It is staff’s opinion that based upon the limited staff resources available over the next 2-3 months, and the
ongoing special initiatives planned for the summer (i.e. Hook Road Working Group, Lakes Docks & Boats Working
Group) and regular budget development, any analysis of RA facilities cannot be undertaken without a consultant.
In order to define the goal and scope of this initiative moving forward, staff is seeking direction from the board on
the following questions:
1. Specifically, what additional information does the board believe it needs to make informed decisions
about RA facilities (repurposing/closing/continuing to maintain) with respect to the budget?*
2. To start, does RA want to conduct an analysis of all recreational facilities or one category of facilities at a
time (e.g. pools)?
3. Should RA make use of a consultant for this process?
4. Is the intent of this analysis to gather data for use in 2019 budget development?
5. How/when does the board want to take up impacted capital projects in the short term (e.g. Lake
Thoreau)?
*For reference by the board, the following recreation studies conducted for RA between 1993 and 2005 have been
made available in a separate Dropbox folder:
- 1993 Reston Recreation Master Plan
- 2005 Parks and Recreation Master Plan
BUDGET IMPACT
The primary budget impact associated with this initiative is the potential engagement of a consultant.
Move that the Reston Association Board of Directors certifies to the best of each member’s
knowledge that only those matters (appropriate for executive session – of a personnel,
contractual, or legal nature) were heard, discussed, or considered by the Board during
executive session.
Capital Projects:
Contract Reviews
May 24th 2018
Conference Center AV Upgrade
Approved budget: $163,000
4 bids were received
Estimate at Completion: $165,000 - 168,000
Project Includes…
New digital laser projectors and Board Room monitor
Gooseneck microphones
New audio and video processing units
Pan/tilt/zoom cameras for meeting recording and teleconferencing
Upgrade from analog to digital connections (VGA vs HDMI)
Wireless casting capabilities
New wall mounted AV control displays
Browns Chapel Bathroom Renovation
Proposed Board Motion: Move to form a CEO Search Committee comprised of the following Board
Directors: _________________________.
As per Section VI.7 of the Bylaws, the duties of the Chief Executive Officer are as follows:
The CEO shall administer the affairs of the Association subject to the provisions of the Reston Documents and the
policies of the Board of Directors. The CEO shall, as well as the President, have authority to execute all deeds,
contracts, or other documents on behalf of the Association. The CEO shall prepare a biennial budget and upon its
approval by the Board shall have the authority to disburse the sums appropriated. The CEO shall be responsible for
any monies of the Association coming into the CEO’s possession, for keeping accounting records, for preparation of
financial statements and reports, and for filing and paying timely tax returns. The CEO shall have control over
personnel and compensation schedules within limits of the approved budget. The CEO shall hire employees upon
merit and fitness alone, and when the CEO deems it necessary for the good of the Association, shall suspend or
remove employees in accordance with personnel policies adopted by the Board of Directors. The CEO may be
required to give bond in such form and amount as may be determined by the Board. The CEO shall name an Acting
CEO to exercise the CEO’s duties in the CEO’s temporary absence.
Adjourn