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through 12 of Article III below. <br />ARTICLE III <br />BOARD OF DIRECTORS <br />Section 1. General Powers. All of the business and affairs of the Corporation <br />shall be managed and controlled by the Board of Directors. <br />Section 2. Number, Election and Tenure. <br />(a) Number. The Board of Directors shall consist of not less than eleven (1 l) and <br />not more than seventeen (17) Directors. <br />(b) Staggered Terms; Term Limits. The Directors named by the Incorporator <br />shall be divided into three (3) approximately equal groups; the individuals <br />named to one group shall be appointed to a term to last until the Annual <br />Meeting in 2020, the individuals appointed to the second group shall be <br />appointed to a term to last until the Annual Meeting in 2021, and the <br />individuals named to the third group shall be appointed to a term to last until <br />the Annual Meeting in 2022. Directors shall serve until their respective <br />successors are duly elected. Thereafter, except for Directors elected to fill a <br />vacancy pursuant to Section 16 below, Directors shall be elected to serve <br />terms of three (3) years or until their successors are duly elected. Directors <br />may be elected for a maximum of three (3) three (3) year terms. All initial <br />terms, even if for one (1) or two (2) years shall be considered a full term for <br />purposes of the limitation of three (3) consecutive terms. Once a Director has <br />served nine (9) years as a Director, such individual shall not be eligible to be <br />reelected to the Board of Directors at any time. <br />(c) Qualifications. <br />Cleveland Clinic Directors. The Cleveland Clinic Foundation ( "Cleveland <br />Clinic") shall have the right to appoint two (2) individuals as Directors. Such <br />individuals shall be appointed to two different groups so that their terms will <br />not end at the same time. The Directors appointed by the Cleveland Clinic <br />shall be subject to the same term limits as other Directors. This right of the <br />Cleveland Clinic to appoint two Directors is derived from the agreement made <br />by and between the Cleveland Clinic, the City of Lakewood and Lakewood <br />Hospital Association with an effective date of December 21, 2015 regarding <br />the future of health care services in the Lakewood community (the "Master <br />Agreement'). As is more fully described in Article IV and Section 6.1 of the <br />Master Agreement, this right of the Cleveland Clinic to appoint two Directors <br />shall survive until the later of (i) one (1) year after the date the Cleveland <br />Clinic makes its final annual contribution payment to the Corporation; or (ii) <br />the period during which the Cleveland Clinic owns and operates the family <br />health center created pursuant to the Master Agreement ( "Appointment Right <br />(K067026Z1) 3 <br />