It's Unanimous

Another day, another oxymoron. Here's a new one on us: "one-person committee."

CDW Corporation (CDWC) seems to be taking the concept of "independent director" way too literally. It filed an 8-K today reporting that its by-laws now allow its board of directors to create committees with only one member. I wasn’t sure I was getting this right, so I checked the by-law amendments and sure enough, where it used to say board committees must have two or more directors, it now says one will do nicely, thank you.

According to the company, this is a perfectly fine thing to do under the laws of Illinois, where CDW is incorporated. With all due respect to the good people of the Illinois legislature (who brought us Denny Hastert), the good people who brought us the American Heritage Dictionary say a committee is "a group of people officially delegated to perform a function." A group.

Isn't a one-person committee basically just someone sitting down, thinking things over and then saying to him or herself, "OK, I guess I’ll do X?" I sure hope the corporate secretary can read minds, because otherwise it’s going to be awfully tough to record the minutes of the meeting.

CDW seems like a really nice corporation. They’ve made Fortune Magazine’s "100 best companies to work for" list for 8 straight years, they give lots to charity, and in the summer their employees (called "coworkers") get free ice cream once a week.

Nevertheless, I move that one-person committees are kinda goofy. And I second the motion, too.