Perception or Reality?

[Tomm]

A director who is a Co-Chair of a standing golf committee has scheduled a meeting (not a normally scheduled meeting) without notifying the Chair of that committee. I also believe that he has invited members of another standing committee, finance, to discuss pricing.

The Board president was not notified or consulted regarding this meeting.

Question: Was the Director acting within his authority or has he overstepped his bounds?

The Board president believes this is a Director gone rogue and if you agree, what is the recommended remedy?

[Josh Martin]

On 9/23/2023 at 6:22 PM, Tomm said:

A director who is a Co-Chair of a standing golf committee has scheduled a meeting (not a normally scheduled meeting) without notifying the Chair of that committee. I also believe that he has invited members of another standing committee, finance, to discuss pricing.

The Board president was not notified or consulted regarding this meeting.

For clarity, my understanding is this committee has a "Chair" and a "Co-Chair," and not two "Co-Chairs." As a result, the "Co-Chair" is more in the nature of a "Vice Chair." Please correct me if this is mistaken. My responses are based on this understanding.

On 9/23/2023 at 6:22 PM, Tomm said:

Question: Was the Director acting within his authority or has he overstepped his bounds?

I believe the director has overstepped his bounds, for the following reasons:

• The "Co-Chair" lacks the authority to call a meeting of the committee, unless the organization's rules provide otherwise. Under RONR, meetings are called by the committee itself, by the chair, or by two members of the committee if the committee has not scheduled another meeting and the chair fails to call a meeting. See RONR (12th ed.) 50:21-22.
• Properly calling a committee meeting requires that notice be sent to all members of the committee. From the facts presented, the "Co-Chair" failed to give notice to at least one member of the committee, and possibly more. (It's not clear to me whether the President is a member of the committee.)

On 9/23/2023 at 6:22 PM, Tomm said:

The Board president believes this is a Director gone rogue and if you agree, what is the recommended remedy?

I am inclined to agree with the President, based on the facts presented.

The remedy is to report this matter to the appointing authority, which could decide to remove the Co-Chair from the committee.

"Unless the bylaws or other governing rules expressly provide that committee members shall serve “… and until their successors are chosen” or for a fixed period, as “… for a term of two years” (in which case the procedure for their removal or replacement is the same as that for officers described in the second bulleted item in 62:16), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see 13:23)." RONR (12th ed.) 50:14