Hey Party Watchers,
Party Watch is not known for being lost for words, but in the wake of the recent executive board meeting, we found ourselves taking a few days (ok a week) just to figure out how to convey just how bad they are at this. Had we not listened to the meeting ourselves, we would have struggled to believe anyone could display the level of arrogance and, frankly, cluelessness exhibited by Chair Dorothy Moon.
We are going to try to keep this simple, but some of the nuance isn’t that exciting, so if you just want to skip to the ending, you can.
The entire Executive Board meeting on August 8 was a carefully staged sequence. After shoving through roll call and glossing over some questions; Region One Chair, Scott Herndon awkwardly made a motion to “ratify Dorothy’s decision to terminate the employment of Anthony Tirino and pay him only through August 8, 2025.” Whether or not it would have changed the result, we noticed that Bryan Smith was absent; presumably in protest given the letter he circulated on Monday, August 4, contending the notice to him was not timely. We will leave that legal analysis to the lawyers.
Here is where things get interesting for anyone who cares about proper governance. The executive director, Anthony Tirino, was conspicuously left out of the meeting. This detail, ironically, was raised by former Chair Tom Luna. When Herndon first motioned to terminate Anthony, Tom inquired about whether Anthony had been given notice to attend. Dorothy, never one to shy away from confrontation, retorted that Anthony had already been fired and so did not need to be present. Tom then asked for Herndon to repeat his motion, which was cleverly revised to include the phrase “previously fired.” If nothing else, it was a telling moment in the theater of the absurd. (No seriously, you should listen to it.)
It is difficult to blame Tom Luna for failing to catch the legal landmines in real time. He is not a lawyer, and he, like the rest of the board, was probably swept up in the chaos. Given the voting patterns (Mark voting against her), it seems Dorothy did not have the benefit of consulting Mark Fuller or Bryan Smith on the legalities, so it must have been Ed Dindinger who gave the green light. This was, in our view, a serious miscalculation.
Here is why: the Idaho Nonprofit Corporation Act governs organizations like the Idaho GOP. The board of directors is generally empowered to manage the nonprofit’s affairs, including hiring and firing key personnel, unless the bylaws say otherwise. If the bylaws are silent, the board must still adhere to its fiduciary duties of care, loyalty, and obedience. If the executive director is also a board member, firing them becomes even more complex.
Robert’s Rules of Order (RONR) does not address firing employees directly, but it does provide guidance for removing officers or board members. If the executive director serves at the pleasure of the board (or the chair), a simple majority vote with notice, or a two-thirds vote without notice, is required. However, the board must be clear whether the termination applies only to employment, to board membership, or to both. Employment law and parliamentary procedure are not interchangeable.
In this case, the board failed to specify whether Anthony was removed as executive director, as a member of the executive board, or both. As far as we can tell, Anthony remains a board member, since the board only ratified Dorothy’s decision to terminate his employment.
We return now to Bryan Smith’s warning letter, which cited the Bingham County case, where Judge Simpson voided actions taken at a meeting that lacked proper notice and found the chair had willfully violated the rules. Bryan warned that similar procedural errors regarding notice could render the board’s actions void, with potentially catastrophic financial consequences for the party; back pay, trebled damages, and the like. He pointed out that any adverse ruling could take months, leaving the party in limbo. Bryan’s advice was to get competent legal counsel. We echo this advice for every board member, not just the chair, because, as we have previously noted, willful disregard for fiduciary duties can expose individual board members to personal liability.
At the end of the day, this isn’t about Anthony Tirino, or any other former ED. This is about the poor leadership of Dorothy Moon and whether the executive board is prepared to fulfill its responsibilities to the party and its constituents, or whether it will continue to operate in a haze of denial and dysfunction. The voters who put you in your seats deserve better. We look forward to seeing whether you will rise to the occasion, or whether you will, once again, abdicate the duties you were elected to fulfill.
Party Watch
A nonprofit dedicated to transparency and accountability in Idaho Republican politics