Local Governing Board. (a) For a period of ten (10) years following the Closing Date, Seller shall have the right to nominate one (1) voting member to Purchaser’s local governing board with responsibility over the Hospital (“Governing Board”) and the Governing Board shall act upon such nomination in accordance with its bylaws and governance policies (“Seller Designated Director”). Seller’s Designated Director shall be subject to the same removal rights as any member of the Governing Board. If, during the ten (10) years following the Closing Date, a Seller Designated Director is removed, Seller shall have the right to nominate his or her replacement subject to Governing Board approval in accordance with its bylaws and governance policies and this Section 11.1.
Local Governing Board. During the term of this Agreement, the parties agree to maintain the local governing board (“Local Governing Board”) to provide for community participation, particularly by persons possessing special expertise, regarding the medical aspects of the Hospital’s operations and the delivery of health care to the community served by District. The Local Governing Board shall have thirteen (13) members, a majority of whom shall be physician members from the Hospital’s Medical Staff and, provided that Brown Act compliance is not required as a result thereof, shall include up to two (2) members selected by District under a mutually-agreeable selection process. The Local Governing Board shall have authority over the following medical aspects of the Hospital’s operation: (i) the appointment and reappointment of Medical Staff; (ii) the review of the quality of medical services provided at the Hospital (including Medical Staff bylaws); (iii) the maintenance of the Hospital licensure and TJC accreditation; (iv) the approval of the Chief Executive Officer of the Hospital; (v) the right to review and provide input on proposed operating and capital budgets for the Hospital; (vi) the right to review and provide input on all material hospital-based physician contracts; (vii) the right to review and provide recommendations to Lessee on coordination of services; (viii) the right to review and provide comments to Lessee with respect to any proposed termination or material reduction of Core Services before such proposal is submitted to Lessor’s Board of Directors; and (ix) the ability to act as a forum regarding community input of the delivery of health care to the community. If at any time the laws of the State of California should be amended to require the Local Governing Board meetings to be subject to the Brown Act, Lessee and Lessor shall meet to reorganize the Local Governing Board in order to maintain the parties’ intent regarding the non-public nature of the Local Governing Board meetings. The Local Governing Board shall operate in accordance with the Rules and Regulations of the Local Governing Board of Desert Regional Medical Center (including conflict of interest policies) attached hereto as Schedule 14.11(a), as such may not be amended without mutual written approval of the parties hereto.
Local Governing Board. As soon as reasonably practicable after the Effective Time (but no later than the time period required by applicable law), Purchaser shall form a local governing board at each of the Hospitals in accordance with the terms of this Section 5.13. Such local governing board shall be an advisory committee of the board of directors of Purchaser comprised of medical staff members, community leaders and each Hospital's Chief Executive Officer. The local governing board shall be subject to the authority of Purchaser's board of directors and the terms of Purchaser's Articles of Incorporation, Bylaws and other organizational documents.
Local Governing Board. (a) As soon as reasonably practicable after the Effective Time, Purchaser shall form a local governing board at each of the Hospitals (other than the Three Rivers Hospitals) in accordance with the terms of this Section 5.14, and Purchaser shall cause TRH to continue the existence of TRH’s current local governing board(s) for the Three Rivers Hospitals in accordance with the terms of this Section 5.14; provided, however, the terms of this Section 5.14 as applicable to TRH shall be subject to Section 14.4 of the Stock Purchase Agreement (for so long as the terms of such Section 14.4 remain in effect). Such local governing board shall be an advisory committee of the board of directors of Purchaser (and TRH, as applicable) comprised of medical staff members, community leaders and each Hospital’s Chief Executive Officer. The local governing board shall be subject to the authority of Purchaser’s (and TRH’s, as applicable) board of directors and the terms of Purchaser’s (and TRH’s, as applicable) Articles of Incorporation, Bylaws and other organizational documents. The individuals on the local governing board will be appointed solely by Purchaser and should (i) represent the Hospital in the community and represent the views of the community to the local governing board in its deliberations, (ii) participate in Purchaser’s and TRH’s community outreach programs and (iii) consult with respect to the Hospital’s charity care policies and practices.
