Title
Approve and adopt the proposed amended Bylaws of the Natividad Medical Center (“NMC”) Board of Trustees.
Report
RECOMMENDATION:
It is recommended that the Board of Supervisors:
Approve and adopt the proposed amended Bylaws of the Natividad Medical Center (“NMC”) Board of Trustees.
SUMMARY:
On October 23, 2025, the NMC Board of Trustees Governance and Nominating Committee reviewed and made recommendations on substantive and non-substantive revisions to the 2017 NMC Bylaws for consideration and approval by the full NMC Board of Trustees.
On January 9, 2026, the NMC Board of Trustees approved both substantive and non-substantive revisions to the 2017 NMC Bylaws, as recommended by its Governance and Nominating Committee, along with two further modifications. The Board also authorized submission of the revised Bylaws to the Board of Supervisors for final approval.
DISCUSSION:
The substantive revisions to the 2017 Bylaws approved by the NMC Board of Trustees are the following:
1. Article III, Section 3.B.4.f. The proposed revision clarifies that the Board of Trustees has the power to receive and review the auditor’s report, but not select the external auditor for Natividad, a power retained by the Board of Supervisors.
2. New Article IV, Section 1.B.8 adds nursing experience at the chief nursing officer or equivalent senior level to the qualifications sought for Board of Trustees appointees, without changing the number of trustees.
3. Article IV, Section 1.D.1. currently allows a BOT member whose 10-year term limit has expired to remain in office until the date the member’s successor takes office. The proposed revision allows a BOT member whose 10-year term limit has expired to remain in office until the earlier of the date that the member’s successor takes office or the date that is twelve (12) months following such annual meeting.
4. Article VI, Section 2.A.2. clarifies the duties of the Executive Committee, i.e., that the primary duty of the Community R...
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