9004-18 Adopt Recommendations of Foundation Planning Task Force

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pursuant to the Master Agreement ( "Appointment Right Termination Date "). On the Appointment Right Termination Date, the Corporation shall have the right, but not the obligation, to remove the Directors appointed by the Cleveland Clinic; and all rights of the Cleveland Clinic to appoint Directors shall cease. If at any time prior to the Appointment Right Termination Date the Cleveland Clinic fails to appoint any individuals to serve as Directors (including replacing any Directors who have been removed), the two Director positions shall remain unfilled until such time, if any, that the Cleveland Clinic appoints such Directors; however, the unfilled positions shall not be counted for any quorums, voting, or other matters related to the authorized number of Directors. Lakewood Residents. Two - thirds or more of the number of non - Cleveland Clinic Directors serving at any time shall be residents of the City of Lakewood, Ohio ( "Lakewood "). (For example, if the Board has determined the number of Directors is to be 15, there will be 13 non - Cleveland Clinic Directors and at least two- thirds (9) must be individuals residing in the City of Lakewood.) In the event a Director lived in Lakewood when initially elected or appointed but moves out of Lakewood, for purposes of this two - thirds requirement, such individual shall continue to be counted as a Lakewood resident, until the completion of such Director's term but shall not be counted as a Lakewood resident for any renewal terms. Board Diversity. It is intended that the Board of Directors be diverse with respect to a number of factors which are attached to this Code of Regulations ( "Diversity Factors ") and made a part hereof. While each Board will not have Directors meeting all of the Diversity Factors, and as is more fully defined in Section 17, there is no requirement that individual Directors be selected based on meeting any diversity criteria, prior to each election of Directors to the Board, the QrairPresident of the Board, or the Chair of the nominating committee, if any, shall review with the Board the diversity on the Board related to the Diversity Factors, which shall be considered by the Board when electing new Directors; however, such Diversity Factors do not need to be the sole criteria for selecting new Directors. Task Force Members. The initial Directors named by the Incorporator shall include at least two (2) individuals who served on the City of Lakewood Task Force, which provided advice regarding the creation of the Corporation ( "Task Force "). Directors who served on the Task Force shall be divided approximately equally across the staggered terms. Section 3. Annual Meeting. The Annual Meeting of the Board of Directors shall be held at such time after the close of the calendar year as is necessary to permit the Board to receive a report of finances and activity for the prior year, but in no event shall it be after the end of the month of March. (In the event the Board directs the financials of the Corporation to be audited, there is no requirement that such audit be completed prior K„< -�N WO(7 20 i ) 4