Board process for negotiating and ratifying Pres. Contract

[danstanford]

Please accept my apologies for asking a question about process which lies outside what is your normal discussion area, but this forum has been a great resource to me and hopefully will be again.

We are a Board with a desire to negotiate another contract with an existing President who has been in the role for more than 10 years and this is the 5th contract to be implemented. I am proposing a process and would like your feedback on its suitability. Step 1- Board establishes a sub-committee and delegates authority to this committee to carry out negotiations. Step 2- Board receives a briefing which covers any relevant areas including current contract and any benchmarks/standards which are useful in carrying out the work. 3- Board approves guidelines and limits to the negotiating team in terms of salary, benefit, and term. 4- Team negotiates, hopefully successfully within the limits and reports back results to the Board along with a recommendation to ratify 5- Board takes action on recommendation and delegates authority to Board Chair (or other) to sign contract.

 

Any feedback?

 

Thanks,

 

Dan

[Guest BarracksLawyer]

Go into executive sessions (as appropriate), IMHO especially for step 3, establishing guidelines and limits.

[Josh Martin]

We are a Board with a desire to negotiate another contract with an existing President who has been in the role for more than 10 years and this is the 5th contract to be implemented. I am proposing a process and would like your feedback on its suitability. Step 1- Board establishes a sub-committee and delegates authority to this committee to carry out negotiations. Step 2- Board receives a briefing which covers any relevant areas including current contract and any benchmarks/standards which are useful in carrying out the work. 3- Board approves guidelines and limits to the negotiating team in terms of salary, benefit, and term. 4- Team negotiates, hopefully successfully within the limits and reports back results to the Board along with a recommendation to ratify 5- Board takes action on recommendation and delegates authority to Board Chair (or other) to sign contract.

 

The proposed process does not appear to violate any rules in RONR. Your references to "delegating authority" made me a bit nervous, but based on the specific facts, I think we're okay. The committee appears to be working under the board's supervision or specific instructions and will make a recommendation to the board for the final decision (pgs. 484-485), and the chair is simply signing a document which has been approved by the board, which he is already authorized and required to do under RONR when necessary (pg. 450).

 

I would make two minor corrections in the language you've used. You would be establishing a committee of the board, not a subcommittee. A subcommittee is a committee of a committee. Additionally, "approve" or "adopt" would be a more accurate term in this case than "ratify," which has a specific meaning in RONR (pgs. 124-125). I also concur with the previous poster that entering executive session for some or all of these steps would be highly advisable, and may be required by applicable law.

 

If you have any questions about this process beyond its compliance with RONR then, as you note, that would be beyond the scope of this forum.

[danstanford]

Go into executive sessions (as appropriate), IMHO especially for step 3, establishing guidelines and limits.

 BarracksLawyer,

 

It seems to me that the whole Board needs to be in on step 3 because they will ultimately be responsible for the contract. I don't want to quarrel, but why do you think movement of this responsibility to the Executive Committee is needed?

 

The process I outlined above is designed to involve the complete Board in the high level pieces and the Executive (I imagined them being the sub-committee/committee) would do the close in work of the negotiations.

 

Thanks for the responses.

 

Dan

[Guest BarracksLawyer]

 ...

 

It seems to me that the whole Board needs to be in on step 3 because they will ultimately be responsible for the contract. I don't want to quarrel, but why do you think movement of this responsibility to the Executive Committee is needed? ...

 

We're using terms differently, 'executive session' is generic for what can be loosely described as a confidential meeting; it doesn't mean a meeting of the executive committee. Main description/definition on RONR p 95

[Josh Martin]

It seems to me that the whole Board needs to be in on step 3 because they will ultimately be responsible for the contract. I don't want to quarrel, but why do you think movement of this responsibility to the Executive Committee is needed?

 

Perhaps your board uses a different term for this, such as "closed session." The point is that since you're discussing a sensitive topic (an employee's contract), confidentiality should be imposed upon the meeting. No one may be present except board members and invited guests, and no one may disclose any information from the meeting except that which the board has agreed to disclose.

 

The process I outlined above is designed to involve the complete Board in the high level pieces and the Executive (I imagined them being the sub-committee/committee) would do the close in work of the negotiations.

 

An Executive Committee (despite the name) is neither a committee nor a subcommittee - it's actually a "board within a board."

[danstanford]

Gentlemen,

 

Thanks for your review and answers. This was very helpful in forming my thinking about the process.

 

Dan