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Creating an Advisory Group to select an Investment Firm


Guest Rita Mauro

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We have issued and received RFPs from nine Investment firms. A few of these firms employ members of our Finance Committee, causing a conflict of interest; therefore, several committee members must recuse themselves from the vetting process. Can our Finance Committee form an advisory group, made-up of the remaining members (those not in conflict) to vet the RFPs without forming a new subcommittee as per the Bylaws (and therefore not having to abide by the guidelines of quorum, election of members, etc?) I’m a bit torn by this move, as it seems that an “advisory” would be non-directors (or non committee members), advising directors/committee members. Is this OK? Thoughts?

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We have issued and received RFPs from nine Investment firms. A few of these firms employ members of our Finance Committee, causing a conflict of interest; therefore, several committee members must recuse themselves from the vetting process. Can our Finance Committee form an advisory group, made-up of the remaining members (those not in conflict) to vet the RFPs without forming a new subcommittee as per the Bylaws (and therefore not having to abide by the guidelines of quorum, election of members, etc?) I’m a bit torn by this move, as it seems that an “advisory” would be non-directors (or non committee members), advising directors/committee members. Is this OK? Thoughts?

Are you saying that your bylaws prevent the formation of a subcommittee with the desired membership?

That is, if the financne committee consists of members A, B, C, D, E, F, and G; the language of the bylaws does not allow the formation of a subcommittee consisting of members A, C, D, and F? What is the quorum problem you are concerned about?

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