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ARTICLE IV.B.4.

As reads currently:

Substitution: A Board member may designate a representative to attend a meeting for information purposes only, in his/her absence, by notifying the President a minimum of twenty-four (24) hours prior to the meeting. The Board member’s substitute does not have voting privileges.

Proposed change to current wording:

Substitution.

a. Upon taking office, a Board Member other than President or Vice President may designate an Assistant and present that name to the Board. Upon majority approval by the Board, the Assistant Officer/Director may attend Board meetings in lieu of the Officer/Director as a voting member. The presence of the Assistant in lieu of the Board Officer or Director will count towards quorum.

b. A Board Director may appoint a member of his/her team as Acting Director to cover a known absence. If notification to the Board occurs within two weeks of a meeting, the Acting Director may attend the meeting in lieu of the Director as a voting member. The presence of the Acting Director in lieu of the Director will count towards quorum.

c. Any Board member may designate a representative to attend a meeting for information purposes only in his/her absence, by notifying the President a minimum of twenty-four (24) hours prior to the meeting. The Board member’s substitute will not count towards quorum and does not have voting privileges.

Reason for proposed change:

Additions facilitate seamless operation of Board business. Addition of paragraph a. permitting a designated substitute to count for quorum and vote enhances continuity of Board operations and broadens the pool of potential Board Member candidates by allowing someone to take office who might otherwise decline because of known conflicts or uncertain availability (e.g. work which includes unplanned travel). Addition of paragraph b. accommodates situations such as known travel or unforeseen absences such as due to injury or extended illness. The original condition of a last minute substitute attending a meeting as a non-voting/non-quorum participant for information purposes remains intact.

Comments?

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