At the meeting, GVB’s legal counsel, Joseph McDonald, informed the board that 11 of GVB’s 12 directors were necessary to select the 12th director because GVB’s enabling act expressly provided for that procedure. On March 11, 2023, President Gutierrez requested the Attorney General to issue an opinion regarding the selection of GVB’s 12th director.
On March 23, 2023, the Board held its regular meeting to select the 12th director. Once again, legal counsel advised the Board that 11 directors were required to select the 12th director. Notwithstanding legal counsel’s advice, Board Chairman George Chiu insisted to proceed with selecting the 12th director based on a vote of 9 directors.
Director Jeff Jones agreed with Chairman Chiu and suggested to proceed with the selection pending the advice of the Attorney General. Director Jones reasoned that if the selection was contrary to the Attorney General’s opinion, the Board could later ratify the selection when 11 members were present. The Board then proceeded with the selection of the 12th director and selected Monte Mesa.
Attorney General Weighs in
Na Eprel 28, 2023, Guam Attorney General’s Office issued its opinion and confirmed GVB legal counsel’s opinion that the law requires 11 directors to select the 12th director. The Attorney General opined that “[t]o require participation of less than 11 directors as required by 12 GCA § 9106 (a) when selecting the 12th director is contrary to the authority given to the GVB Board in the GVB enabling statutes.”
The Attorney General further opined that, “[a]ny acts by an agency falling outside the scope of the express authority conferred to that agency by its enabling statute are to be deemed unauthorized.” As a result of the Attorney General’s opinion, the selection of Monte Mesa as the 12th director was unauthorized and contrary to the law. Until further notice, Monte Mesa is not a GVB Board Director, and his previous participation on the Board was contrary to the law.
IHE Ị GA-Ewepụ na edemede a:
- The Attorney General opined that “[t]o require participation of less than 11 directors as required by 12 GCA § 9106 (a) when selecting the 12th director is contrary to the authority given to the GVB Board in the GVB enabling statutes.
- On April 28, 2023, the Guam Attorney General's Office issued its opinion and confirmed GVB legal counsel's opinion that the law requires 11 directors to select the 12th director.
- ” As a result of the Attorney General's opinion, the selection of Monte Mesa as the 12th director was unauthorized and contrary to the law.
