06-10-2002 Council Packet - Laserfiche WebLink

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if a vacancy occurs in a director or officer seat less than six months prior to the Annual Meeting, the Board may choose to leave the seat open. Rationale: This responds to the ambiguity that has risen in recent years over the amount of discretion the Board has in filling vacancies. Change-Section 5: The Attendance requirement has been changed so that the Board “may ”, rather than “shall ”, declare a seat vacant for excessive absences (three consecutive or four in a year.) Rationale: The change gives the Board greater discretion in deciding whether to declare a seat vacant. In essence, the Board is given the latitude to recognize what might be considered “excused absences.” Change-Section 7: The quorum requirement is changed from 8 to 9. Rationale: The Board felt that at least a majority of the Board should be present to transact business. Since a full Board i j at least 17 members, with the possibility of up to 18 members, 9 seemed a more appropriate number for quorum purposes. Change-Section 8: The section on Board “Powers” was rewritten to make it easier to read. Specific authority to create corporations or enter into appropriate partnerships with other public or private entities has also been added. Finally, the section provides explicit authority for the Board to delegate management powers to the Executive Director or to the Executive Committee, consisting of the officers and the immediate past president. Rationale: The changes are intended to reflect existing practices. While there is already implied authority to create corporations and enter into partnerships, we thought it might be wise to make this authority explicit. In addition, since on occasion the Board delegates authority to the Executive Committee, the Board felt that it would be good to formally recognize and define the Executive Committee and to formally authorize the practice that occurs from time to time. Change-Section 9: A provision dealing with the appointment of a chair in the absence of all officers has been added. Rationale: For Board meeting management purposes, it was good to make clear that the Board could chc a meeting Chair in the absence of all officers. Change-Section 10: A separate section on Executive Director powers has been provided. The only substantive changes being the clarification of the authority of the Executive Director to discipline and remove employees and the power to set terms and conditions of employment. It also eliminates reference to the “League’s official publication ” and to the requirement that the Annual Report be printed therein. Rationale: The change is intended to make the section on Executive Director powers easier to read. The section also tries to better describe the position's authority over personnel matters. In conjunction with the section on Board powers, the new provision is