While we are at it, the Executive Committee nonsense should be exposed as well.
The Operation of the Executive Committee should confirm to the goals of providing an expeditious means to conduct extraordinary business in a timely fashion, not to exclude Board members from the deliberation and decision making process.
According to University BOT Bylaws (Section 3.02): “The purpose of the executive committee shall be to transact all necessary business as may arise in the intervals between regular meetings of the Board of Trustees; it being understood that action by the Executive Committee would not be expected to be taken except in extraordinary circumstances. Notice of any action by the Executive Committee shall be provided to the Board of Trustees at its next regular meeting”.
While one might see the prudence of planning for the necessity of BOT action – in extraordinary circumstances – in a manner more timely than through the regularly scheduled bi-monthly meetings, it certainly isn’t (or should not be) an excuse to exclude ANY member of the BOT from involvement in the operation and execution of BOT duties.
Given the technological resources available to all Trustees, it is highly likely that the majority of Trustees would typically be available to engage in such meetings, even when the need exists to convene the meetings on short notice. As such, and given the fiduciary benefits of including as many Trustees as possible – especially in times of “extraordinary circumstances” -no Trustees should be summarily excluded from any extraordinary meetings of the Executive Committee.
Therefore, in accordance with good governance practices, Sections b and d, of Bylaw 3.02 should be amended as follows (amendments in ALL CAPS):
Section 3.02 Executive Committee.
(b) Meetings of the Executive Committee. Meetings of the executive committee may be called by the Chair of the Board of Trustees or by any three (3) members of the Executive Committee. No action may be taken by the Executive Committee without the affirmative vote of: at least seven (7) members of the Executive Committee, AND BY NO FEWER THAN THE SIMPLE MAJORITY OF ALL VOTING TRUSTEES PRESENT – EITHER IN PERSON OR VIA OTHER MEANS OF COMMUNICATION – AT THE MEETING.
(d) Notice of Meetings of the Executive Committee. Notice of the time and place of all meetings of the executive committee shall be given in the same manner as for meetings of the Board of Trustees, INCLUDING PROVIDING NOTICE TO ALL VOTING MEMBERS OF THE BOARD AS EXPEDITIOUSLY AS POSSIBLE. TO FACILITATE COMMUNICATIONS, ALL TRUSTEES SHALL PROVIDE TO THE BOARD OF DIRECTORS OFFICE, AND THAT OFFICE SHALL MAINTAIN ON FILE, ALL CONTACT NUMBERS REGULARLY USED BY EACH TRUSTEE.
