Editor’s note: This is a statement in response to SIU board trustees J. Phil Gilbert and Joel Sambursky calling an emergency meeting of the board’s executive committee to consider placing SIU President Randy Dunn on administrative leave and appointing an interim replacement.
By SIU board chairwoman Amy Sholar
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.
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.
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(Article III 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…” 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 (be) proper in my judgment.
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.
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 judgement 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.
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.