OFFICERS OF THE BOARD OF DIRECTORS

Section 1. Officers

A. The officers of this District shall be President, First Vice-President, Second Vice-President, Secretary, Treasurer, AHS Liaison, Community Health Liaison, Alameda Hospital Liaison, and such other officers as the Board of Directors shall determine are necessary and appropriate.

B.  Any Director may hold two offices if a majority of the Board elects that Director to both of those positions. However, the President, First Vice-President, and Second Vice-President positions must be held by three different people.

C.  All officer positions shall be filled by election from the membership of the Board of Directors.

D. Each officer shall be elected upon receiving a majority vote with each member of the Board of Directors having one vote. In the event that there is no majority for a single office, the candidate with the fewest votes shall be eliminated from candidacy and a runoff election with the remaining candidates shall take place. In the event that more than two candidates have an equal number of votes, the office shall be selected by random lot.

E. Officers shall be elected at such regular Board meeting as is specified by the Board.

F. Officers shall hold their office for terms of one (1) year or until such time as a successor is elected. An officer may be removed from office by a majority of the Board of Directors at any time. Officers may serve consecutive terms.

G. Officers will report to the full District Board on any significant developments involving District staff, community outreach involving the District, or interactions with the Alameda Health System Board or senior staff.

Section 2. President

A. The President shall perform the following duties:

1. Preside over the meetings of the Board of Directors;
2.  Sign and execute (jointly with the Secretary where appropriate), in the name of the District, all contracts and conveyances and all other instruments in writing that have been authorized by the Board of Directors;
3. Subject to any duly adopted Policy of the Board regarding the signing of checks, exercise the power to co-sign, with the Secretary checks drawn on the funds of the District whenever:
4. a. There is no person authorized by resolution of the Board of Directors to sign checks on behalf of the District regarding a particular matter; or
5. b. It is appropriate or necessary for the President and Secretary to sign a check drawn on District funds.
6. Have, subject to the advice and publicly approved decisions of the Board of Directors, general responsibility for the affairs of the District.
7. 5. Provide the District’s Executive Director with general supervisory input during the year, in accordance with publicly approved decisions of the Board of Directors and/or consultation with a duly appointed District liaison. This supervision shall include attention to significant employment activities such as performance appraisals, disciplinary activities, and salary and benefits negotiations.

6. Generally discharge all other duties that shall be required of the President by the Bylaws of the District.

B. If at any time, the President is unable to act as President, the Vice Presidents, in the order hereinafter set forth, shall take the President’s place and perform the President’s duties; and if the Vice Presidents are also unable to act, the Board may appoint someone else to do so, in whom shall be vested, temporarily, all the functions and duties of the office of the President.

Section 3. Vice-Presidents

A. In the absence of the President or given the inability of the President to serve, the First Vice-President, or in the First Vice-President’s absence, the Second Vice-President, shall perform the duties of the President.

B.  Perform such reasonable duties as may be required by the members of the Board of Directors or by the President.

Section 4. Secretary

The Secretary shall have the following duties:

A.  To act as Secretary of the District and the Board of Directors.

B. To be responsible for the proper keeping of the records of all actions, proceedings, and minutes of meetings of the Board of Directors.

C. To be responsible for the proper recording, and maintaining in a special book or file for such purpose, all ordinances and resolutions of the Board of Directors (other than amendments to these Bylaws) pertaining to policy or administrative matters of the District and its facilities.

D. To serve, or cause to be served, all notices required either by law or these Bylaws. In the event of the Secretary’s absence, inability, refusal, or neglect to do so, such notices may be served by any person so directed by the President or Board of Directors.

E. To perform such other duties as pertain to the Secretary’s office and as prescribed by the Board of Directors.

Section 5. Treasurer

A.  The Board of Directors shall establish its own treasury and shall appoint a Treasurer charged with the safekeeping and disbursal of the funds in the treasury.

B. The Treasurer shall be responsible for the general oversight of the financial affairs of the District, including, but not limited to oversight of the receiving and depositing of all funds accruing to the District, coordinating and overseeing the proper levy and collection of the District’s annual parcel tax, performance of all duties incident to the office of Treasurer and such other duties as may be delegated or assigned to him or her by the Board of Directors, provided, however, that the District staff shall implement, and carry out the day to day aspects of the District’s financial affairs.

C. The Treasurer shall maintain active and regular contact with the District staff for the purpose of obtaining the information necessary to carry out his or her duties.

Section 6.  Alameda Health System (AHS) Liaison

A. As authorized by section 3.1 of the Joint Powers Agreement entered into by Alameda Health System (AHS) and the City of Alameda Health Care District, the District may nominate one designee to serve as a voting member of the AHS Board of Directors.

B. Upon approval of the nomination by the County Board of Supervisors, the appointee will be a voting member of the AHS Board of Directors and shall be the District's AHS Liaison, serving as the primary conduit of information between the Board of AHS and the Board of the District.

C.  The AHS Liaison shall consistently attend meetings of the Boards of both AHS and the District and keep each Board informed of decisions or other developments that are relevant to the other Board and their key staff. However, the AHS Liaison shall not disclose to either Board any information that has been discussed within the closed session of one of the Boards, or information that is otherwise subject to confidentiality protection.

D. The AHS Liaison shall always act in the best interests of the District and will notify the District Board if there is a situation known to be or likely to become a conflict between the AHS Liaison's loyalties to the District and the AHS Board or other health-related entity.

Section 7.  Community Health Liaison

A.    The Community Health Liaison shall be a major conduit of information between the Board and its staff in matters involving community health assessment and improvement activities.

B.    The Community Health Liaison will regularly meet with District staff and other community leaders or groups to accomplish the mission of the District.

Section 8.  Alameda Hospital Liaison

A.  The Alameda Hospital Liaison shall be a major conduit of information between the Board and its staff in matters involving the operation, programs, services, and quality of care under the auspices of Alameda Hospital.

B.  The Alameda Hospital Liaison will have regular dialogue with District staff and with the Alameda Hospital Chief Administrative Officer and will keep the Board informed of decisions or other developments that are relevant to accomplishing the mission of the District.