I think it reads that the BOD is to appoint the member with a 2/3 vote. I think it get’s a little tricky following the intent of the bylaw because it requires interpreting. You mention it should go to the business meeting because there
is an election in a month. What will the standard definition of “immediately upcoming” be then going forward? Only if an election is within 30 days does it go to the vote? 40 days? 90 days? I think making this decision to send it to the election leaves
it up to interpretation and thus a weird precedent. I think it should be a 2/3 BOD vote or a change the bylaw to define what is “immediately upcoming” (I sort of think it’s borderline an oxymoron). I don’t think there will be much difference in the outcome
as I am guessing the BOD will accept a candidate from the Nominations Committee pretty readily but I think the precedent of sending it to business meeting “vote” sets up trouble for replacing future BOD members. Then it would become a bylaws new interpretation
each time to how soon an election is for it to be decided by a BOD vote vs election.
Just have the nominations committee send us a candidate and let’s vote on it. We only need literally 2 out of 3. I don’t think that will be difficult to get and then it is done and over with.
P.S. Mary, I am really sorry to hear that you need to step down. I hope you get well soon and I am sure you can get back on the BOD when you are ready.
Austin Figge
From: mhcabod@list.mnhomecare.org <mhcabod@list.mnhomecare.org>
On Behalf Of Kathy Messerli
Sent: Saturday, April 13, 2019 8:27 AM
To: BOD listserve <mhcabod@list.mnhomecare.org>
Subject: Replacing Mary on the board - please reply
I am seeking input on the interpretation of the Bylaws regarding Mary’s replacement.
BYLAWS
Section 6. VACANCIES. Any vacancy (except that of the Immediate Past Chair) occurring on the Board shall be filled, for the remainder of the term, by
an eligible candidate nominated by the Nominations Committee receiving a two-thirds (2/3) vote of the remaining elected directors, even if the remaining elected directors constitute less than a quorum.
In the past, I was advised to ‘follow the intent’ of the Bylaws. I believe the intent is that the board can elect her replacement if an election is not
immediately upcoming. Because we have an election in a month, it seems like it should go to the Business Meeting to be voted on by members. But, I am open to other opinions!
According to this Bylaws, Linda and the Nominating Committee will need to select a recommendation; it will either go the board at the May board meeting
or the members at the Business Meeting.