Committe Chairman Challenged

BOD makes an unpopular decision about not enforcing one type of covenant violation to end a dispute with someone who is fighting their same violation Covenant violation can be solved by a compromise. Attorney fees mounting up.
A member of the BOD is also a Committee Chairman. A member of that committee upset about
BOD decision and writes BOD and Chairmen that Chairman not fit to lead, too weak, asks
BOD to look for another Chairman. How should handle this challenge from his committee member?

AIM

You say the BOD made an unpopular decision but I expect they voted on it thus it was not unpopular (maybe not fully liked) among themselves. You also say the BOD ended a costly legal battle. Sometimes the best choice is only the lesser of two evils. Still and evil choice. The BOD was elected to make the tough decisions versus a committee member that was not elected by anybody.

How did the committee rule on the issue?

How big a compromise was this?

My initial reaction is not all are going to like every decision. All I would ask is they at least understand the reasons and support the decision. If the committee member is that unhappy then have him run for the BOD. If he is unable to work together with the other committee members then fire him.

I have mixed emotions on an elected BOD Member chairing a committee. It can make for the committee having a voice on the BOD and the BOD having a better understanding of committee member's thinking yet a case could be made that it is a bit controlling.

It is like term limits. I want them for those I do not like but not for those I do like....LOL

AIM,

Tell the person who is asking for a new chair that the Board would be willing to appoint him/her as the chair if they were willing to take the job.


The Board, via majority vote, can remove an individual from serving on the committee, the Chair can not.

The Chair is like the president, they preside over the committee meetings and are seen as the face and voice of the committee. Other than that, they have no other authority unless the governing documents or Board grants additional authority.


As pointed out earlier, that is typically beyond the Chairs authority.


In my opinion, that statement alone is enough indication that the individual should be removed from chairing the committee. Be it a committee or the Board, it's not a one person show. Decisions are made by majority vote and getting rid of someone because they disagree with you is, in my mind, reason to get rid of you.