9004-18A Adopt Recs of Foundation Planning TF in Concurrence with LHA

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electronic vote. The receipt of a vote by a Director shall constitute consent to taking an action by electronic voting, and waiver of any notice requirements. Section 9. Votine. Each Director will be entitled to one vote. Section 10. Quorum. A majority of the Directors then in office is necessary to constitute a quorum for a meeting of the Board of Directors. If a quorum is not present, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors, unless such greater number of votes is required in this Code of Regulations. Section 11. Use of Communications Equipment. Electronic or other communications equipment which satisfies the requirements of Ohio Revised Code Sections 1702.01(Q) and 1702.17 may be used to conduct meetings of the Board of Directors. Participation by a Director in a meeting through the use of any of the means of communication described in this Section 1I constitutes presence in person of that Director at the meeting for purposes of determining a quorum and other purposes. Section 12. Procedure. The President will preside at the meetings of the Board of Directors. Section 13. Compensation; Expenses. Directors shall not receive any compensation for their services. The Board of Directors may choose to provide reimbursement for out -of- pocket expenses that Directors reasonably incurred in connection with the performance of Directors' duties. Section 14. Resignation. Any Director of the Corporation may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Secretary of the Corporation. Such resignation shall take effect at the time specified therefore and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. Section 15. Removal. A Director may be removed, with or without cause, at a meeting for which notice is given that the purpose, or one of the purposes, of the meeting is to consider the removal of a Director. Section 16. Vacancies. Any vacancy occurring in the Board of Directors will be filled by the affirmative vote of a majority of the remaining Directors, except for a vacancy occurring by the resignation of either of the Cleveland Clinic representatives which vacancy shall be filled by the Cleveland Clinic. A Director elected to fill a vacancy occurring in the Board of Directors shall be elected for the unexpired term of his or her predecessor in office. Section 17. Nominating Process. At least six (6) months prior to the anticipated date for the Annual Meeting at which Directors shall be elected, the Board {K0670267A) 6