2007 Minnesota Statutes

383B.903 BOARD.
    Subdivision 1. Governance. The corporation shall be governed by a board of directors
consisting of between 11 and 15 directors. Two of the directors on the board of the corporation
must be county commissioners currently serving as elected officials on the county board who are
chosen and may be removed by a majority vote of the county board.
    Subd. 2. Term, quorum, and manner of acting. The term of office for directors, rules
governing quorum, and manner of acting for the board of directors must be specified in the bylaws
of the corporation which shall be approved by the county board, except that:
(1) a vote of a majority of the board shall be required to hire or discharge the corporation's
administrator, to approve the annual budget, and for any action which requires subsequent
approval by the county board as specified in section 383B.908; and
(2) directors of the board of directors or any committee or advisory assembly or council
appointed by the board of directors may participate in a meeting by means of telephone conference
or similar communications equipment which enables all persons participating in the meeting to
hear each other during the conduct of that meeting. Participation shall be considered presence in
person at the meeting for purposes of notice and quorum requirements as specified in the bylaws.
    Subd. 3. Appointment of board members. The county board shall appoint the initial board
of the corporation. Thereafter, the county board shall appoint directors of the corporation by slate
to open positions due to the completion of a director's term as specified in the bylaws of the
corporation. The slate shall be nominated by a committee of the board of the corporation. The
board of the corporation may by majority vote appoint a board member to fill a vacancy on the
board occurring prior to the completion of the term, provided the newly appointed board member
is submitted to the county board for approval when the next slate of directors is submitted to the
county board for approval.
    Subd. 4. Qualifications. Members of the board shall possess a high degree of experience
and knowledge in relevant fields and possess a high degree of interest in the corporation and
support for its mission. Members shall be appointed based in part on the objective of ensuring that
the corporation includes diverse and beneficial perspectives and experience including, but not
limited to, those of medical or other health professionals, urban, cultural and ethnic perspectives
of the population served by the corporation, business management, law, finance, health sector
employees, public health, serving the uninsured, health professional training, and the patient or
consumer perspective. The corporation shall provide a public announcement of vacancies on the
board of the corporation in the manner normally used by Hennepin County to provide public
notice of open appointments.
    Subd. 5. Removal. A director who is not a county commissioner may be removed without
cause by a two-thirds majority vote of the board of the corporation. The county board may remove
any board member for violation of the director's ethical and legal duties as a board member
as specified in section 383B.905 or for the repeated failure to act in the best interests of the
corporation. In addition, the county board may remove the corporate board in its entirety as
specified in section 383B.908, subdivision 7.
History: 2005 c 125 art 1 s 3

NOTE: This section, as added by Laws 2005, chapter 125, article 1, section 3, is effective
when the initial board of the corporation is appointed by the county board. Laws 2005, chapter
125, article 1, section 29, as amended by Laws 2005, First Special Session chapter 7, section 34.