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April 24, 2024

Terminating Hospital District CEO – How many votes are needed? –

By John Kraft & Kirk Allen

On May 27, 2016


The Franklin County Hospital District has recently voted 4-3 in favor of terminating the contract of their CEO, with 7 of the 9 Board members present at the meeting.

Q: How many Board members must vote to pass an item listed on the agenda, and how many does it take to form a quorum for a Hospital District?

A: It depends.

Hospital District Law

  • The Hospital District Law [70 ILCS 910/11] in Illinois states that the District is governed by a Board  of 9 Directors.
  • Section 14 [70 ILCS 910/14] explains how the District must go about conducting business, and in particular, the legislature gave the power to the Board to adopt by-laws that “…contain the rules for the transaction of other business of the District…” – this was a mandate of the legislature

Does this mean that the District can simply do whatever it pleases as long as they place it into their by-laws? No.

Examples of restriction placed in law by the legislature are:

  • Section 15, Paragraph 10 [70 ILCS 910/15 (10)] which mandates the District obtain a “2/3rds vote of the members of the board then holding office” to sell property at public auction, but only a “majority vote of those holding office” to reject the sealed bids.
  • Section 19 [70 ILCS 910/19] requires a “2/3rds vote of the membership” to change the name of the district.

You might ask why it was important to point out mandated vote counts for certain actions, and it was simply to show how the legislature placed restrictions on the power granted in Section 14.

Franklin County Public Hospital District By-Laws

Since the Law tells the District they must create and establish by-laws containing the rules for the transaction of other business, and the hiring and firing of employees is “other business” of the District, we must look to their by-laws to determine the rules.

QUORUM: majority of those holding office

ACTION: majority of those present at a regular constituted meeting

These definitions are important because it tells the board how many directors it takes to hold a legal meeting, and it tells them how many votes it takes to transact public business.

The meeting last held included 7 of the 9 members of the board, and was a “quorum” as defined in the by-laws of the District.

The vote to terminate the CEO contract was approved by 4 votes in favor and 3 votes against – it was approved by a majority of those present at this regularly constituted meeting.

The termination of his contract is valid, in our opinion, and was conducted in accordance with the law governing the District and the by-laws established by the District.

Some might ask: What about the contract that requires a majority of the board members? We believe that portion of the contract is invalid and contrary to the by-laws of the District and the laws of this State.

Disclaimer: The above information is our opinion, and we are not attorneys, and are not giving legal advice.

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