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Termination Date "). On the Appointment Right Termination Date, the <br />Corporation shall have the right, but not the obligation, to remove the <br />Directors appointed by the Cleveland Clinic; and all rights of the Cleveland <br />Clinic to appoint Directors shall cease. If at any time prior to the <br />Appointment Right Termination Date the Cleveland Clinic fails to appoint any <br />individuals to serve as Directors (including replacing any Directors who have <br />been removed), the two Director positions shall remain unfilled until such <br />time, if any, that the Cleveland Clinic appoints such Directors; however, the <br />unfilled positions shall not be counted for any quorums, voting, or other <br />matters related to the authorized number of Directors. <br />Lakewood Residents. Two - thirds or more of the number of non - Cleveland <br />Clinic Directors serving at any time shall be residents of the City of <br />Lakewood, Ohio ( "Lakewood "). (For example, if the Board has determined <br />the number of Directors is to be 15, there will be 13 non - Cleveland Clinic <br />Directors and at least two - thirds (9) must be individuals residing in the City of <br />Lakewood.) In the event a Director lived in Lakewood when initially elected <br />or appointed but moves out of Lakewood, for purposes of this two - thirds <br />requirement, such individual shall continue to be counted as a Lakewood <br />resident, until the completion of such Director's term but shall not be counted <br />as a Lakewood resident for any renewal terms. <br />Board Diversity. It is intended that the Board of Directors be diverse with <br />respect to a number of factors which are attached to this Code of Regulations <br />( "Diversity Factors ") and made a part hereof. While each Board wilt not have <br />Directors meeting all of the Diversity Factors, and as is more fully defined <br />in Section 17, there is no requirement that individual Directors be selected <br />based on meeting any diversity criteria, prior to each election of Directors to <br />the Board, the President of the Board, or the Chair of the nominating <br />committee, if any, shall review with the Board the diversity on the Board <br />related to the Diversity Factors, which shall be considered by the Board when <br />electing new Directors; however, such Diversity Factors do not need to be the <br />sole criteria for selecting new Directors. <br />Task Force Members. The initial Directors named by the Incorporator shall <br />include at least two (2) individuals who served on the City of Lakewood Task <br />Force, which provided advice regarding the creation of the Corporation <br />( "Task Force "). Directors who served on the Task Force shall be divided <br />approximately equally across the staggered terms. <br />Section 3. Annual Meeting. The Annual Meeting of the Board of Directors <br />shall be held at such time after the close of the calendar year as is necessary to permit the <br />Board to receive a report of finances and activity for the prior year, but in no event shall <br />it be after the end of the month of March. (In the event the Board directs the financials of <br />the Corporation to be audited, there is no requirement that such audit be completed prior <br />to the Annual Meeting.) The purpose of the Annual Meeting shall be to elect Directors <br />{K0670267.1) 4 <br />