Guest Rita Mauro Posted March 7, 2012 at 03:50 AM Report Share Posted March 7, 2012 at 03:50 AM 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? Link to comment Share on other sites More sharing options...
David A Foulkes Posted March 7, 2012 at 11:42 AM Report Share Posted March 7, 2012 at 11:42 AM ..... without forming a new subcommittee as per the Bylaws......You mean, you want to ignore your bylaws? And you're looking for something in RONR that says that's okay to do? Link to comment Share on other sites More sharing options...
Trina Posted March 7, 2012 at 12:22 PM Report Share Posted March 7, 2012 at 12:22 PM 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? Link to comment Share on other sites More sharing options...
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