The dispute over governance of Boulder’s iconic Chautauqua property jumped into the legal arena Tuesday as more than a dozen cottage owners filed a lawsuit against both the nonprofit Colorado Chautauqua Association and the city of Boulder, from which it leases much of the 40-acre property.
The suit, which comes in the midst of ongoing voting on new association articles of incorporation and bylaws, names as plaintiffs 13 cottage owners and sub-lessees, as well as two more people identified simply as members of the Chautauqua association.
It seeks no monetary damages; instead asking “only declaration of rights and appropriate enforcement remedies” under applicable state law.
Those rights demanded in the suit include a judgment that the association’s meetings must be open to all cottage owners, that they must be given a chance to speak before any association votes, and also they should be allowed input on proposed amendments to association bylaws.
Also, it asks for a declaratory judgment that the current voting on bylaws, initiated after a one-week delay on Jan. 29 and scheduled to run through Feb. 24 is “void and invalid,” and must be re-initiated.
Plaintiffs in the case are represented by former Boulder County District Attorney Stan Garnett.
At the core of the legal dispute is a Dec. 16 vote by the CCA’s 15-member governing board — 12-2 with one member abstaining — to support holding the ongoing election among the association’s roughly 1,810 members that would remove a requirement for all bylaw changes to be voted on by all of the organization’s paying members. A 75% majority vote is needed for that proposal to pass.
Currently, a vote on board vacancies is given to anyone who is a member of the group, which one can become by buying a membership for between $25 and $75 a year, which provides benefits including advance concert tickets and discounts on shows.
‘Cottagers with special interests’
Nan Anderson and Shelly Benford, president and executive director of the association respectively, stated in a guest opinion to the Camera, “The reality is that CCA’s outdated governance structure allows special interest groups to exert control over the organization at the expense of the broader public.
“By purchasing multiple memberships for a modest fee — each of which carries the right to vote in the election of directors — special interest groups can effectively ‘buy’ seats on the board and vote for actions that support their own agendas rather than the best interests of the broader community. For example, 230 memberships were purchased in the 48 hours that preceded the last board election.”
Benford on Tuesday said she was not prepared to discuss the lawsuit at that time. However, Anderson, the association president, planned to address the Boulder City Council on Tuesday night, and provided her comments to the Camera in advance of the Council session. It referenced the fact that of those 230 memberships sold shortly before the last board election, some were purchased by people buying as many as $1,000 worth of $25 memberships.
“So, what happens when vote buying elevates special interests to board seats? In my four years on Chautauqua’s board, I’ve witnessed exactly what happens: cottagers with special interests ask us to set aside $50,000 for ‘lower lodging rates,’ and tell us that our ‘loyalty discount program’ just isn’t good enough,” Anderson said in her prepared remarks.
“Without ever letting up on this drumbeat, they continue to recommend that if we just stopped rehabilitating cottages and laid off some staff, we could pay for these special perks. (All while asking for special ‘favors’ of the staff.) These special interests are disruptive, destructive and often handcuff the good work that the board and staff do to steward this vital community resource,” she said, in urging a “yes” vote for the association’s bylaws change.
Boulder spokesman Patrick Von Keyserling also said the city would not comment on ongoing litigation.
‘Respectful’ of the Chautauqua tradition
The ongoing election for association members was set by the board after the association received a letter from City Attorney Tom Carr dated Nov. 25, in which he charged that cottage owners now made up “an increasingly vocal and not-CCA-focused part of its board,” criticizing a failure of board members to recuse themselves from voting on issues in which they might have a self-interest, such as the rate at which cottages are leased.
Citing the terms of Oct. 8, 2015, 20-year lease agreement through which the city leases 26 of the 40 acres of Chautauqua land to the association, Carr said it required the association to “increase rental rates substantially. It appears this is not occurring under the current Board and may cause CCA to be in breach of that requirement.”
Chautauqua, a unique community and national historic landmark founded at the foot of Boulder’s Flatirons in 1898 as part of the national chautauqua movement by the Texas Board of Regents and Boulder city leaders as a cultural and educational summer retreat, comprises 99 cottages, as well as an auditorium and dining hall
The association owns 61 those cottages, which are leased to visitors, with another 38 belonging to private owners who sublease the city-owned land on which the structures sit.
In the suit filed on Tuesday, Garnett said Boulder’s threat, by way of Carr, to declare a default on the lease for the association’s failure to increase rents on cottage owners is “legally impossible” under terms of the lease.
“Rather than defend the cottage owners and address Boulder’s unfounded legal threats, CCA capitulated, conducted closed meetings, secretly adopted new proposed bylaws and articles of incorporation, and put the proposal up for a vote by CCA membership,” all without cottage owner or other association member input, the lawsuit stated.
It states that Boulder is a party in the suit only as to its third claim for relief, in which the plaintiffs seek a declaration that there has not been a default for “failure to substantially increase rents.”
In an interview Tuesday, Garnett said, “We’re trying to approach this in a way that’s respectful of the Chautauqua tradition. My clients feel very strongly about the need to protect their rights, but they want to do it in a way that is no more disruptive than it has to be.
“They believe the city and the association were dismissive of their concerns and their rights and they wanted to raise these issues in a way that was respectful, but powerful, which is why they asked me to file” the suit.