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Rushed TVARS Board Meeting Appears to Violate Policy

A notice was sent to my TVA e-mail inbox exactly 24 hours and 1 minute before the July 30, 2015 meeting was scheduled to begin.  I was on leave and did not see this notice until after the meeting occurred.  At this meeting, the board voted 5-1 to approve the conflict of interest waiver, overturning the vote held the previous week.  Please see my previous discussion of these meetings here.  This meeting notice appears to violate the TVARS Board’s own governance policy:

3. Special Meetings: The Board is authorized to schedule additional meetings, if deemed necessary, upon the call of the Board Chair or three members of the Board, after giving appropriate notice to all Directors. The date for special meetings shall be determined by the availability of the majority of Directors. Where circumstances permit, the Board shall try to provide at least 72 hours notice for special meetings.

Please see the complete TVARS Board Governance Policy here.

The meeting notice appears to just barely conform to the by-laws, with 1 minute to spare:

Article II, Sec. 3:  Notice:  Notice of the time and place of each regular meeting or of any change in the time or place of such a meeting, shall be given at least three days prior to the meeting by a written statement delivered to each member’s regular home or business address.  Notice of the time, place, and purpose or [sic] any special meeting shall be given in a similar manner except that only one day’s advance notice is required.  The attendance of a Board member at any meeting shall constitute a waiver of notice therefore, except in case a Board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not properly called or convened.

The by-laws are not available in electronic form. 

Comments

  1. Why are the by-laws not in electronic form?

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    1. Because they are old and nobody has scanned them that I am aware of. I just have a paper copy. I will ask the TVARS staff if they will scan them and put them on the website.

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  2. It seems like you can't read. It says that the Board shall try to provide 72 hours notice. It doesn't say they are required to do so. You are a major drama queen.

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    1. It says: "Where circumstances permit, the Board shall try to provide at least 72 hours notice for special meetings." Why didn't circumstances permit? Why didn't they try? What was the rush? Do you think they would have rushed the meeting if one of the TVA appointed members or those going to vote with them were not available? My statement is accurate. I am not adding any drama. By the way anonymous, care to share your identity?

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    2. Those questions are very different than saying that they appear to violate policy. Also, don't you only get one vote? How would your one vote have made any difference?

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    3. The policy states "Where circumstances permit, the Board shall try to provide at least 72 hours notice for special meetings." The board appears to have not tried to give 72 hours notice and it appears that circumstances would have permitted it. That makes it appear that the board violated policy.

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    4. I wasn't at the meeting, so I do not know if my participation would have made a difference in anyone's vote.

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  3. I see an additional problem. Under Section 3 entitled "Special Meetings" the relevant text reads:

    "The date for special meetings shall be determined by the availability of the majority of Directors."

    This text suggest the procedure requires the three board members requesting the meeting (or Board Chair) contact each of the Directors to determine their availability to a proposed schedule date PRIOR to sending notification of the scheduled date to each Director. In my view a schedule date could only been established after having contacted all Directors to determine the availability of the majority of the Directors.

    Having apparently failed to contact all Directors to determine their availability for a "special meeting", I don't believe the meeting was called in accordance with the written procedure.

    Based on the facts as you have describe them, it is not at all clear that Directors calling the special meeting made any attempt to "determine the availability" of the individual directors. And their doesn't appear to be any record on any attempt to determine the availability of individual Directors.

    While those calling the special meeting MIGHT argue they contacted a sufficient number of Directors to determine the availability of the a majority, I believe anyone making such an interpretation of the rules have interpreted the rules in manner intended to deliberately exclude select Directors from participating in the meeting and voting as they see fit. If not outright illegal, this interpretation certainly would appear unethical and contrary to the principal of ensuring all retirement systems members are properly represented.

    It may be prudent to investigate this matter further with an eye to challenging the vote on the grounds of the use of an unlawful procedure and/or a procedure that produces the appearance of wrongdoing.

    Regards,
    David Kelly

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