The Cambridge Redevelopment Authority has offices in Kendall Square on the fourth floor of a building owned and maintained by the developer Boston Properties. (Photo: Marc Levy)

How is the Cambridge Redevelopment Authority doing business?

A whirlwind of activity in Kendall Square — including construction that shrinks a rooftop garden by 40 percent, creation of a ground-level park and proposal to move art to Cambridge’s gateway from Boston — has focused attention on the authority, the agency created in 1957 to oversee square development and zoning, but no one seems able to say how any of these recent decisions are being made, given the authority’s lack of members.

Among the people asking is Barry Zevin, the sole person claiming membership in the authority’s five-person board.

“The board has not met with me as a member, and I couldn’t tell you when the last meeting of the board was,” Zevin said. “I don’t know how the authority is supposed to function without a board.”

According to its bylaws, it’s not. All recent actions of the authority have been attributed to the authority’s executive director and secretary, Joseph F. Tulimieri, including a February renegotiation of covenants with the developer Boston Properties to extend public rights on the rooftop garden to 2050 and create a permanent ground-level park. The authority had already crafted a 40-year deed for that park in September. Tulimieri is also proposing moving a sculpture to the median between Broadway and Main Street just before the Longfellow Bridge.

According to a copy of the authority’s bylaws sent Tuesday,

The powers of the authority shall be vested in the members thereof … three members shall constitute a quorum for the purpose of conducting business and exercising its powers and for all other purposes, but a smaller number may meet and adjourn from time to time until a quorum is obtained, provided that at least 12 hours’ notice of the time and place of holding such adjourned meeting shall be given to all members who were not present at the meeting from which adjournment was taken. When a quorum is in attendance, action may be taken by the authority upon a vote of a majority, but not less than three, of the members present.

Tulimieri, as the authority’s 34-year executive director, has “general supervision over the administration of its business and affairs, subject to the direction of the authority.”

But the last active member of the board appears to have been active only through January, suggesting any actions the authority has taken since then has been without a quorum.

This is problematic for another reason: City Manager Robert W. Healy revealed the rooftop garden deal to the City Council on Feb. 27, basically asking for an immediate answer because of a claimed urgency. (“I will only say, without going into any detail, there is a timeliness to the need to know whether this is a viable real estate option,” Healy said.) His letter says the proposal came from developer Boston Properties and the authority, but either the agency acted without a quorum, against its bylaws, or acted so long before Feb. 27 that it puts the claim of urgency into question.

How many board members?

(Sources: CRA; board member interviews. Graphic by: Marc Levy)

In an interview last month with The Cambridge Chronicle, Tulimieri said that having three board members wasn’t “interfering with any of the decisions that have to be made,” but at the time the authority appears to have had a board with a single member — and that member says he has never attended a meeting.

A request for an interview with Tulimieri was left by telephone Tuesday with the authority’s office assistant. During a visit Wednesday to the authority’s offices, for which Tulimieri wasn’t present, it was confirmed that he’d received the message.

The years-long lack of quorum could end as soon as next week.

“I know this process has taken longer than any of us would have liked, but god willing and the crick don’t rise, I may have recommendations for the council next Monday night for approval of Redevelopment Authority appointments,” Healy told the council at its Monday meeting. “All [city-appointed] members will be, I hope, brought to the council Monday … there will be all-new members hopefully next week.”

The promise came upon questioning by councillor Ken Reeves as to where authority vice chairman Alan D. Bell lived, but Healy — who presents appointees to the board for council approval — said it wasn’t his responsibility to keep track of members whose terms have expired, even though those members technically remain in service until they’re replaced. “I don’t do holdover hangovers,” Healy said. “I don’t hang over people’s heads that they’re holdovers.”

According to an authority document sent Tuesday and dated February, vice chairman Bell’s time with the agency ended in November 2009. He is not listed as living in the city. He is reputed to have moved to California, according to a fellow former board member, living for a while in Boxford, Mass.

There are also two vacancies listed for the five-person membership.

And the term of the final city-appointed member, Mark P. Rogers, ended April 2006. Reached by telephone Monday night, Rogers said, “I actually retired in January. Resigned, I should say.” He declined to say anything further, suggesting that questions be directed to Healy or Tulimieri.

The February document also lists the agency’s state-appointed member, who is serving as chairwoman: Jacqueline S. Sullivan.

Except that Sullivan, also reached by telephone Monday night, said she is not the chairwoman. “I retired two years ago. I sent my resignation in to the governor in July 2010,” she said. She was appointed in 1978 and takes credit for bringing Boston Properties to Kendall, where it built the 24-acre Cambridge Center, a complex of office buildings, hotels, retail and garages finished in the late 1980s. “The governor has never notified me that he accepted my resignation, so as far as I know there’s no one representing the state.”

“Healy hasn’t done a thing that I know for the past six or seven years [so] there are no members on the board anymore at all. This is the way he does everything. I’m not being critical, I’m just being honest,” Sullivan said. “We should have been replaced a long, long time ago. In my opinion, this is a disgrace for the manager to allow that to happen that way.”

Zevin’s story of replacing Sullivan is, by his own description, “bizarre”:

“I was appointed in September 2009 for a term that expired in November 2009 … I was asked to do this by a member of the local Democratic committee back in March 2009, and the vetting process took up until September. I got a letter from the governor and for the first time was informed I was nominated to an expiring position. I told them I thought the November date was a typo and was told, ‘No it wasn’t, and if you want to continue to serve you can go through this whole process again.’ At which point I protested and called the person who had put my name in the first place and was told that, no, I would be continued … And I went down and got myself sworn in and asked the people at the state if I should throw myself on the doorstep of the authority and was told, ‘No, they’ll call you.’ And I never heard from them again. So I figured somebody else had been appointed. I suppose I should have been more aggressive. It was a year ago that I saw Jackie Sullivan’s name listed as a continuing state member and I realized that that didn’t seem right, since if anyone was continuing, it was me. So I called the state again and got no answer, got shuffled around in the voicemail system and gave up.”

“Until the Google thing happened,” Zevin said, referring to the Boston Properties deal shrinking the rooftop garden. “And I then asked again. And after several phone calls to the state I got an e-mail saying, yes, I was still state representative. At which point I called Tulimieri and we immediately had a meeting. And that’s where it stands, but I don’t see how I can do very much until there’s a quorum to do it with. I’m going to try to do my duty, whatever it seems to be.”

Although a March 14 e-mail on file with the authority confirmed Tulimieri of his membership on the board, Zevin is still unsure whether the state ever notified Tulimieri of his original appointment. “It doesn’t say much for the state’s administration,” he said.

It’s also a difficult timeline to parse. It means the state was seeking a replacement for Sullivan well ahead of the end of her term — and, in fact, to serve out the final months of her term — but also, according to her own records, acknowledged her resignation July 15, 2010, without ever telling the authority it had done so. A request for clarification was left with the state Wednesday.

The last recorded meeting

The last meeting of the authority, according to a public binder of files kept at its offices at 1 Cambridge Center — a building owned and maintained by Boston Properties, with Boston Properties security staff blocking unannounced visitors from visiting — is for March 17, 2010. While records of meetings held only a couple of years earlier show a full narrative of what took place and begin with a list of who attended, records for the final meeting and those immediately before it aren’t so comprehensive; they show only an agenda. When asked for records of who attended those meetings, office workers said they knew of no such records other than what was in the public binder.

Sullivan said she in Florida at the time of that final recorded meeting.

“There hasn’t been a board since I resigned,” she said Wednesday. “And even then they didn’t have a quorum.”

Healy has been known to sometimes take a casual approach to reappointments, telling the Chronicle’s Andy Metzger, “There probably are 350 members of boards and commissions that I have to appoint … the sky has not fallen [when reappointments fall behind]. It’s never been an issue.”

Not all would agree with that. The Police Review and Advisory Board was noted as lacking members for long stretches, with members saying that in at least one case, Healy had taken more than a year to confirm an appointment. When the arrest of Harvard professor Henry Louis Gates Jr. made news around the world in 2009, Healy appointed a 12-member panel to look into it, not the board.

“The people of Cambridge are not stupid. They know PRAB has been destabilized … It hasn’t been there. If Gates wanted to go there [after his arrest], it didn’t exist. It was on hiatus, and I hold the council responsible for this, because we have known for way too long that the city manager, for reasons best known to him, is not trying to empower the Police Review and Advisory Board to protect the rights of the people,” Reeves said in October 2010.

The Chronicle continues to be on top of the story, noting that the authority approved a sign for Microsoft without a quorum.