PDC vote: Amendment to operating agreement

By ajz6@dhe.duke.edu
Medicine faculty who are members of the Private Diagnostic Clinic (PDC) are encouraged to review the message below. The PDC desires to amend the Operating Agreement of the PDC for the two principal reasons proposed below. The actual text of the proposed revisions (and explanatory commentary) is attached to this email for your review. [tabs style="vertical"] [tab title="Proposed Change 1"]In an effort to create a broader representation of the PDC Board and more Member involvement, the PDC Board recommends to the Members that Section 4.3(a) of the Operating Agreement be amended to provide for more At-Large Members. In summary, the current PDC Board is comprised of each Department Chair and four additional At-Large Members. The PDC Board recommends that the Operating Agreement be amended to provide that the PDC Board will be comprised of each Department Chair and one At-Large Member per Academic Department, elected by each Department by majority vote and a Departmental election process, and between 2 to 6 community representatives to be elected by the Board. Related to this change, other minor refinements were made to Section 4.1.[/tab] [tab title="Proposed Change 2"]North Carolina law has changed and no longer requires automatic dissolution whenever a Member leaves and no longer requires a Member vote to continue the business when a Member leaves. The PDC Board recommends that Section 8.1 be amended to remove the unnecessary voting process to continue the PDC, and rather provide that the majority of the PDC Members could by majority vote dissolve the PDC. Related to this change, other minor refinements were made to Section 8.1.[/tab] [/tabs] Summary Management of the PDC recommends that the members vote in favor of these amendments to the Operating Agreement. Please indicate your approval or disapproval of the amendments to the Operating Agreement by responding "Yes" or "No" to the email (PDC members should search their inboxes) no later than April 30, 2013. Your vote will remain confidential to PDC Administration but your name has to be associated with your vote in order to insure validation of the voting process. If you have any questions about the proposed amendments, please contact your Department Chairperson, Joy Sprink at 919-684-2280 or joy.sprink@duke.edu or Guy DeCarlucci at 919-668-5121 or Decar001@mc.duke.edu.

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