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Committee debates emergency-meeting protocol; asks staff to draft formal policy language
Summary
The governance committee discussed how and when the executive committee may act between regular meetings, debated whether a protocol should be formal policy, and asked staff to draft explicit language (including who can call an emergency meeting and written justification) for review at the next committee meeting.
The committee reviewed an operational protocol intended to govern how urgent decisions are made between scheduled meetings. Karen Buffkin said the draft "captures what the board indicated was their priority in terms of as much inclusion of the board as possible when important or emergency decisions are being made." She summarized the protocol as a decision‑making cascade that prefers calling a special full‑board meeting where feasible and uses the executive committee only when a quorum of the full board is not possible.
Members debated whether the protocol should be elevated to a formal policy. Several members urged clarity about who can call an emergency meeting; one regent recommended naming the chair of the Board of Regents (who is also chair of the executive committee) as the decision maker. Committee discussion identified objective tests for invoking emergency authority — significant risk, significant expense, significant disruption, or when time is of the essence — and recommended that the chair provide written reasons when calling an emergency executive committee meeting.
The committee did not finalize text but agreed to ask staff to rewrite the language in policy format and circulate it to members. Chair Richard Porth said he would consult with the board chair about whether the draft should be presented as a policy or an operational protocol. The committee asked staff to return a final draft for formal action at a future meeting.
