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Rewrite of Article II: Board of Directors

This proposal aims to address various issues within the current structure of the Board of Directors and Executive Committee, including the nomination/election process, term extensions, filling vacancies, and residency requirements. The proposed solutions include clarifications, dual officer roles, term extensions for specific positions, and established processes for filling vacancies and removing directors. The implementation of this proposal will be discussed and reviewed by the Board in June 2017.

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Rewrite of Article II: Board of Directors

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  1. Rewrite of Article II: Board of Directors Executive Committee

  2. What problem will the proposal solve? • Process for nominating/electing Board members is spread out among different sections of Bylaws; difficult to determine how voting Directors chosen • Current language could be construed as conflicting with regard to extending terms of certain Directors • No established, transparent, and consistent process for filling vacancies or removing Directors from Board and/or Executive/Nominating Committees • No requirement that regional and associate councillors reside or be employed in region they represent throughout length of term

  3. What are the proposed solutions? • Clarifications elaborate on the nomination and election process • Officers may serve in a dual officer role if filling an unexpired term of another officer • Regional and associate councillors must reside or be employed in the region they represent for length of term • Board can extend the term of an at-large director. Board can extend the term of a regional councillor for one year to fill vacancy. Board cannot extend term of officers.

  4. What are the proposed solutions? • With exception of the president, Board can fill a vacancy with a majority vote of all Directors • If vacancy in office of president, vice president becomes president. New president can serve unexpired portion of the term + regular one-year term • Board can remove any Director by a two-thirds vote of all Directors • Vacancies on the Executive Committee will be filled by class voting, unless the vacancy is in an officer position. New officer will automatically become member of Executive Committee. • Vacancies on Nominating Committee will be filled by the President, unless the vacancy is in an officer position. New officer will automatically become member of Executive Committee.

  5. How will members implement this proposal? • There are no new member requirements in this proposal.

  6. How will the OPTN implement this proposal? • Board will review proposal at June 2017 meeting • No programming required • Executive Committee will continue to monitor effectiveness of Board recruitment and operations through annual Board self-assessment and engagement metrics

  7. Questions? Stuart Sweet, MD Committee Chair sweet@kids.wustl.edu Gena Boyle Committee Liaison gena.boyle@unos.org

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