The OPTN/UNOS Executive Committee is currently reviewing the structure and recruitment process for the OPTN/UNOS Board of Directors. As part of that review, the Executive Committee has identified improvements that are needed in the Bylaws governing the structure and operations of the Board of Directors, the Executive Committee, and the Nominating Committee.

The goal of this proposal is to improve transparency about the process for nominating and electing the Board of Directors, filling Director vacancies, and removing voting Directors. The majority of the changes in the proposal seek to better organize and add clarity to Article II: Board of Directors and move current sections within the Article to sections more appropriate for the topic. As such, this document contains a crosswalk to help readers track the changes.

Other than changes pertaining to re-organization, the Committee is recommending the following changes:

• Clarify that the maximum number of Board members (42) applies to voting Directors and the OPTN
  Executive Director and two HHS representatives are not included in that count.
• Clarify that the voting Directors approve the final slate of nominees for the national ballot of the Board
  of Directors with a majority vote of those present at the meeting.
• Clarify that the Nominating Committee recommends a slate of officers and at-large directors and
  regions elect an associate councillor that subsequently becomes the nominee for regional councillor
  (except in rare cases of regional or associate councillor vacancies).
• Allow an officer to serve in more than one position for the unexpired term of another officer vacancy.
• If a vacancy occurs in the office of the president, the vice president will become the president and
  serve the unexpired portion of the previous president’s term + the normal one-year term.
• Add language to require that the regional councillor and associate councillor reside or be employed in
  the region they represent throughout the entirety of their term in these roles.
• Clarify the Board’s options for extending a term and the voting threshold required to do so. In the
  case of a regional councillor vacancy, the Board will have the option to extend the current regional
  councillor for up to a year, appoint the associate councilor to serve for three years, or fill the vacancy
  with a new Director to serve for the unexpired portion of the Director’s term.
• Make consistent the voting Directors’ authority to fill vacancies and remove voting Directors, and
  clarify the voting threshold that applies to each action.
• Add language to clarify how vacancies will be filled on the Executive and Nominating Committees.