Item Description:
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Amend Article 5 of the Bylaws of Hennepin Healthcare System, Inc. (HHS) to add new Section 5.6 - Interim Chief Executive Officer (Unexpected Vacancy)
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Resolution:
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BE IT RESOLVED, that Article V of the Bylaws of Hennepin Healthcare System, Inc. (HHS) be amended to add the attached text as a new Section 5.6 - Interim Chief Executive Officer (Unexpected Vacancy), establishing a clear process for appointment in the event of an unexpected vacancy.
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Background:
This proposed amendment to Article V - Officers of the Hennepin Healthcare System, Inc. (HHS) Bylaws establishes a clear process for appointing an Interim Chief Executive Officer in the event of an unexpected vacancy by adding a section 5.6 - Interim Chief Executive Officer (Unexpected Vacancy). Specifically, the new section reads:
Section 5.6 - Interim Chief Executive Officer (Unexpected Vacancy)
(a) The Chair of the Board shall convene a special meeting of the Board of Directors within seventy-two (72) hours of notice of such vacancy.
(b) The Board of Directors shall appoint an Interim Chief Executive Officer ("Interim CEO") to ensure continuity of operations. The Interim CEO may be selected from among qualified internal executives or external candidates with appropriate experience.
(c) The Interim CEO shall have authority to manage the day-to-day operations of the Corporation, subject to oversight by the Board of Directors. The Interim CEO shall not undertake material organizational restructuring, enter into significant long-term financial commitments, or make other extraordinary decisions outside the ordinary course of business without prior approval of the Board.
(d) The Board shall define the scope of authority, duration of appointment, and performance expectations of the Interim CEO at the time of appointment.
(e) The Board shall ensure timely and appropriate communication regarding the leadership transition to employees, medical staff, governmental partners, and...
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