I think we should just add Mary’s position to those we’re already seeking to fill at the Annual.  I don’t believe we have major issues or actions between now and then that would require a fully-constituted board, especially since we still have a quorum and can function without restrictions.  

Jay

Sent from my iPhone

On Apr 13, 2019, at 8:26 AM, Kathy Messerli <kmesserli@mnhomecare.org> wrote:

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. 

Kathy Messerli

Executive Director

MN HomeCare Association

Get Outlook for iOS