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BrightFarm, Inc. has a nine-member board. Its bylaws allow committees and provide that five directors constitute a quorum. The board created a three-member compensation committee and authorized it to "recommend executive compensation packages to the board." Without further board action, the committee approved a new employment agreement giving the CEO a $4 million bonus and a change-of-control payment.
Two weeks later, the board chair called a special meeting on 24 hours' notice, even though the bylaws require 48 hours' notice for special meetings. Seven directors attended. Director Patel objected to the short notice at the start of the meeting but stayed for the discussion. Before the vote, Patel said, "I cannot support this," and left. The remaining six directors voted 4-2 to approve the CEO agreement. The minutes do not mention Patel's statement.
Was the CEO agreement validly approved? Discuss the committee action, the board vote, and Patel's position.