SIU Board Chair Questions Authority of Executive Committee to Replace President Dunn

Jun 7, 2018

The chair of the SIU Board of Trustees questions the validity of Friday's special meeting of the Board's Executive Committee.

Board secretary Joel Sambursky scheduled the meeting to consider placing SIU President Randy Dunn on administrative leave and to appoint an acting president.

Board of Trustees chair Amy Sholar released a statement Thursday saying based on her analysis of the Board's bylaws, she's not convinced the Executive Committee has the authority to remove President Dunn or appoint a replacement without approval of the full Board.

She claims Sambursky and Board member Phil Gilbert are trying to get around the rule by placing President Dunn on leave and not outright firing him.

She said the board chair has the authority to interpret and apply the board's bylaws and the Executive Committee cannot meet for the reasons stated in the meeting notice.

As of Thursday at 6 p.m., the special meeting is still planned for Friday in the Student Center
ballrooms.

President Dunn has come under fire after an editorial last month claimed his actions regarding a controversial budget reallocation plan favored the SIU Edwardsville campus, and shut out SIU Carbondale leaders. He disputes the claims.

Sholar's full statement follows:

For Immediate Release

 

SIU Board Chair Amy Sholar Declares Executive Committee

Does Not Have Authority to Remove Dunn or Appoint Replacement

 

   Following the announcement by SIU Board Trustees J. Phil Gilbert and Joel Sambursky to call an emergency meeting of the Board’s executive committee to oust President Dunn and appoint an unnamed replacement, Board Chair Amy Sholar declared the executive committee does not have any such authority given the circumstances.

   Sholar stated “I’ve reviewed the Bylaws for the SIU Board of Trustees and, under these circumstances, I am not convinced the executive committee has the authority to remove President Dunn or appoint anyone as a replacement. Also, I do not believe that the matter is so urgent that an executive committee meeting is permissible for the purposes stated by these trustees. Further, I do not believe the executive committee has the authority to remove President Dunn and effectively undo an action previously taken by the full Board in hiring him. Lastly, as the Chair has the authority to interpret and apply the bylaws between meetings, it is my decision that the executive committee cannot meet for the purposes stated in the call for the meeting for the above reasons.”

As to whether the executive committee can unilaterally hire or fire a President, Sholar referred to the bylaws. “Article IV, Section 1 clearly states ‘At least one-half of the total membership of the Board shall be required for the initial selection of the President or the termination of the President’s services.’ While these two trustees are attempting to get around this rule by merely placing President Dunn on leave rather than an outright termination, the executive committee clearly does not have the ability to make the selection of a President, which I contend includes any interim President holding such powers. Our rules clearly contemplate that the full Board should make such an important decision, rather than a small faction thereof,” said Sholar.

Sholar further cited Article III, which states ‘The Executive Committee functions as an instrument of the Board and shall possess all the powers of the Board when in session, provided that it shall not overrule, revise, or change the previous acts of the Board...’ Sholar affirmed, “As it was the full Board that hired President Dunn, for the executive committee to relieve him and appoint a replacement would effectively undo a previous action of the Board, which is beyond the limited powers of this committee and would not proper in my judgment.”

   Sholar also questioned the urgency of the meeting, which was abruptly announced less than one week after a special meeting of the full Board. “The bylaws, at Article III, provide for only urgent matters to be taken up by the executive committee. While Trustee Gilbert and Sambursky are attempting to satisfy the urgency standard by citing new evidence, they certainly have not shared it with me. Further, they did not consult with me on the need for a meeting, the subject matter, the location, or the date before calling it on their own. If this issue truly cannot wait until the next regular meeting I would gladly call a special meeting to occur in the very near future so the full Board can vote on whether President Dunn should be relieved. I find it contrary to both the letter and spirit of our bylaws for these two trustees to attempt to remove the President unilaterally without the votes or discussion of the full Board,” said Sholar.

   Sholar asserted that she, as Chair, has the authority to decide the meaning and application of the bylaws between meetings. She stated “Article II, Section 3 states ‘The Chair shall have authority to decide any disputes as to the application or meaning of the Bylaws …, but any such decision shall be referred to the next regular or special meeting of the Board for final judgment and adjudication by the Board.’ Therefore, it is my decision that the executive committee does not have the authority to appoint an interim President or even to relieve the current President of his duties as such powers are reserved to the full Board per Article IV and would undo a prior action of the Board. I also do not believe that this matter, which was discussed at the special meeting last week, is now so urgent that we must call an emergency meeting even if the executive committee had the authority to make these decisions. If Trustees J. Phil Gilbert and Joel Sambursky disagree with me then we should have a special meeting at which not only this decision but the underlying issue itself can be discussed and voted on by the full Board. Until then, it is my decision as Chair that the bylaws do not permit the executive committee to take the proposed actions for the reasons stated, and if a meeting is held and a vote taken any such action would be invalid,” said Sholar.

Sholar added, “It truly baffles me that these two trustees, both representing the Carbondale campus, would attempt to exclude the full Board from participating in this important issue after we approved a policy just last week that we would advocate for keeping the SIU system together. The power play by these two trustees is not only improper but also serves to further drive a wedge between our campuses at a time when all of us should be working together to ease tensions. If a decision is to be made on President Dunn’s future at SIU it should be made by the full Board and not by two trustees representing one campus attempting to push through an action they suspect would not pass if presented to the full Board.”