Special Meeting Cancelled, as Board Dispute Deepens

Jun 8, 2018

Friday's special meeting of the SIU Board of Trustees Executive Committee was cancelled, and at least one Trustee is now calling for an outside investigation of President Randy Dunn and an emergency meeting of the full board.

Board Chair Amy Sholar questioned the legality of Friday's special meeting on Thursday. She says the Executive Committee doesn't have the power to place SIU President Randy Dunn on administrative leave - she says that should be for the full board to decide.

 

"I am not convinced the executive committee has the authority to remove President Dunn or appoint anyone as a replacement," Sholar said in a statement. "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."

 

Board Secretary Joel Sambursky new information provided to the Board after last week's special meeting in Springfield led him to call for the committee meeting.

 

"With the next SIU Board meeting now more than three months away, it would be unconscionable for the executive committee to not meet to discuss and potentially take action on matters that are permitted under SIU Board policy."

 

He's demanding Sholar release that information to the public, and withdrew his request for a special meeting in favor of an emergency meeting of the full Board of Trustees.

Trustees' regular July meeting was cancelled earlier this week due to lack of a quorum, so the next scheduled meeting is set for September.

SHOLAR RELEASE:
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.”

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SAMBURSKY RESPONSE:
Last week after the SIU Board meeting in Springfield all trustees received information that in my view warrants the calling of an urgent meeting to consider placing Randy Dunn on administrative leave while a thorough investigation into his behavior is conducted by external legal counsel. Should the executive committee decide to do so, an acting President would then need to be appointed to allow for the work of the campuses to continue while President Dunn is on leave.

To be clear, the intention of the executive committee meeting was never to permanently replace President Dunn, as falsely expressed by Chair Sholar and others. That is not within the authority of the executive committee. It’s important to also understand that during executive committee meetings all trustees have the right to attend and participate, and any action that is taken by the executive committee is eventually ratified by the full board at a future meeting.

Tomorrow’s executive committee meeting was called according to Board policy, with the guidance of the General Council of the University, after Chair Sholar, who is in receipt of the same concerning information that all Trustees have, decided to cancel the July board meeting with no notice or input from members of the executive committee. Chair Sholar did not even attempt to reschedule the July meeting and was instead content with waiting until September to meet as a full board. After Chair Sholar released her statement this afternoon, the General Council of the University reaffirmed with me the legal authority for tomorrow’s executive committee meeting to take place and potentially take action on the items listed on its agenda.

With the next SIU Board meeting now more than three months away, it would be unconscionable for the executive committee to not meet to discuss and potentially take action on matters that are permitted under SIU Board policy, since they are “urgent and cannot be postponed to a regular meeting of the Board”.

Apparently Chair Sholar not only disagrees with my view of the Bylaws, but also that of the General Council of the SIU System. This sets the wrong precedent for the Chair of the Board to claim the ability to override the majority of the executive committee and to ignore the legal opinion provided by the General Council of the SIU System.

I am glad to find out this afternoon, that now Chair Sholar is willing to convene the full board to discuss the items on the executive committee agenda that was planned for tomorrow. However, I am disappointed that she believes the meeting can be delayed another two weeks until June 21st.

Therefore, I am requesting tomorrow’s executive committee meeting to be cancelled and I am asking Chair Sholar to call a special meeting of the full Board to discuss and possibly take action on the same items listed for tomorrow’s executive committee meeting. I am also asking Chair Sholar to make every effort to convene the full Board as soon as possible.

Back in May, Chair Sholar wrote an open letter to the SIU System stating that “as I accepted this responsibility (as Chair of the SIU Board), I was determined to serve in this capacity as I have conducted myself in all my personal and professional activities – promoting equality, honest leadership, transparency and fairness”. With such transparency in mind, I would also request, given her questioning of the motives of the executive committee, that Chair Sholar allow the immediate release of all documents that the Board has received and that I have referenced as the basis for the calling of the executive committee meeting.

Finally, let me say that this has led Chair Sholar to question my intentions, and it was upsetting that in her statement she wrote that Judge Gilbert and I both represent the Carbondale campus. It has been the honor of my life to serve on this Board representing all parts of the SIU System. Since my playing days as a Saluki concluded, it has been enjoyable learning about all of the extraordinary components that comprises the SIU System. Gaining this understanding has given me even more pride in representing the SIU System and I will do everything in my ability as long as I serve on this Board to protect and advance the SIU System.