Local Governing Board Sample Clauses

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.
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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. (b) For a period of ten (10) years following the Closing Date, Seller shall have the right to nominate one (1) voting member to each of the Governing Board’s Quality Committee and the Governing Board’s Community Benefit Committee (“Seller Designated Committee Members”). The Seller Designated Committee Members shall be either: (i) a Seller Board member; (ii) the Seller’s CEO; or (iii) a designee, and shall be subject to the same removal rights as any member of the Governing Board’s committees. If, during the ten (10) years following the Closing Date, a Seller Designated Committee Member 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. Prior to the Closing, Purchaser shall provide to Seller a copy of the Purchaser’s Operating Agreement and the bylaws or other governing document of the Governing Body that are consistent with the provisions of this Section 11.1. Such Operating Agreement and bylaws shall be effective as of the Effective Time. Such Operating Agreement and bylaws or other governing document of the Governing Body shall thereafter be subject to change from time to time as determined by Purchaser, so long as the provisions thereof do not restrict Seller’s rights as stated in this Section 11.1 and are consistent with the provisions of this Section 11.1 and applicable law. Purchaser shall give Seller thirty (30) days prior written notice of any change in such Operating Agreement and bylaws and other governing documents that are related to the provisions of this Section 11.1.
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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.
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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. (b) The local governing board of each Hospital shall have responsibilities that are consistent with similar local governing boards at other hospitals, or in other markets, respectively, which are owned directly or indirectly by affiliates of Purchaser. The local governing board’s responsibilities shall include: (i) participation in and consultation on the selection of the Hospital’s Chief Executive Officer and the Hospital’s Medical Director; (ii) input regarding medical needs assessments prior to the termination or substantial change to any material service, program or type or level of care offered at the Hospital at the time of Closing; (iii) providing for the organization of the physicians and other practitioners granted clinical privileges at the Hospital into a medical staff under medical staff bylaws approved by the local governing board; (iv) accepting and reviewing information regarding medical staff appointments and privileges, subject to the bylaws and the rules and regulations of the medical staff; (v) ensuring, ...
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Related to Local Governing Board

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

  • Governing Body (a) Governing body," with respect to a city, means the city council or, if another board, commission, or body is empowered by law or its charter or by resolution of the city council to establish and regulate rates and charges for the distribution of electric energy within the city, such board, commission, or body shall be deemed to be the "governing body"; provided, however, that when the levy of a tax or the incurring of an obligation payable from taxes or any other action of such board, commission, or body requires the concurrence, approval, or independent action of the city council or another body under the city's charter or any other law, such action shall not be exercised under sections 453.51 to 453.62 until such concurrence or approval is received or such independent action is taken; and provided further, that the concurrence of the city council or other elected body charged with the general management of a city shall be required, prior to the adoption by the city of any resolution approving an agency agreement or any amendment thereto. (b) With respect to an existing municipal power agency, "governing body" means the agency's board of directors.

  • CHAIRMAN AND VICE-CHAIRMAN OF THE GOVERNORS The Governors shall each school year, at their first meeting in that year, elect a chairman and a vice-chairman from among their number. A Governor who is employed by the Academy Trust shall not be eligible for election as chairman or vice-chairman.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Corporate Governance Matters (a) Holdco and Sorin shall take all actions within their power as may be necessary to cause (i) for a period beginning as of the Cyberonics Merger Effective Time and ending on the date of the first annual meeting of the members of Holdco following the completion of the second full fiscal year of Holdco (such period, the “Initial Period”) the number of directors constituting the Holdco board of directors as of the Effective Times to be nine (9) and (ii) the Holdco board of directors during the Initial Period to be composed as follows: (A) four (4) individuals designated by Cyberonics prior to the Closing Date (each, a “Cyberonics Designee”), (B) four individuals designated by Sorin prior to the Closing Date (each, a “Sorin Designee”) and (C) one (1) director mutually agreed to by Sorin and Cyberonics, who shall meet the independence standards of the NASDAQ applicable to non-controlled domestic U.S. issuers. (b) Sorin and Holdco shall take all corporate actions as may be necessary to cause, effective as of the Sorin Merger Effective Time and Cyberonics Merger Effective Time, as the case may be: (i) the Chief Executive Officer of Sorin as of immediately prior to the Sorin Merger Effective Time to serve as the Chief Executive Officer of the Sorin Merger Surviving Company immediately following the Sorin Merger Effective Time until the end of the Initial Period, (ii) the Chief Executive Officer of Cyberonics as of immediately prior to the Cyberonics Merger Effective Time to serve as the Chairman of the Holdco board of directors for the Initial Period, (iii) a Cyberonics Designee to serve as the Chairman of the audit and compensation committees of the Holdco board of directors for the Initial Period, (iv) each committee of the Holdco board of directors to have at least three (3) members and (v) a Sorin Designee to serve as a member of each committee of the Holdco board of directors during the Initial Period. (c) For as long as the Holdco Shares are listed on the NASDAQ, Holdco shall comply with all NASDAQ corporate governance standards set forth in Rule 5600 of the NASDAQ Stock Market Rules applicable to non-controlled domestic U.S. issuers, regardless of whether Holdco is a foreign private issuer. For as long as the Holdco Shares are listed on the LSE, Holdco shall comply with all Listing Rules and any other Laws applicable to it. (d) Prior to the Closing Date, Sorin and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for the reregistration of Holdco as a public limited company. (e) Subject to applicable Law, Sorin and Cyberonics shall take all requisite action to cause the organizational documents of those entities that will be Subsidiaries of Holdco to be substantially in such form as agreed by Cyberonics and Sorin, effective as of the Cyberonics Merger Effective Time. (f) As promptly as practicable after the Effective Times, the Sorin Merger Surviving Company shall take all requisite action to cause the composition of the board of directors or other governing body of each of the Subsidiaries of the Sorin Merger Surviving Company to reflect representation by directors designated by Cyberonics immediately prior to the Effective Times, on the one hand, and directors designated by Sorin immediately prior to the Effective Times, on the other hand, that is proportionate to the relative representation of directors designated by such party on the Holdco board of directors as of the Effective Times as provided in Section 5.18(a), unless otherwise mutually agreed by Sorin and Cyberonics. (g) The Cyberonics Designees, the Sorin Designees and each of their respective successors on the Holdco board of directors during the first three (3) years following the Effective Times are express third-party beneficiaries of Sections 5.18(a) and 5.18(b).

  • Corporate Governance (a) Prior to the Effective Time, the Board of Directors of NYCB shall take all actions necessary to adopt the NYCB Bylaws Amendment. Effective as of the Holdco Merger Effective Time, and in accordance with the NYCB Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Entity and the full Board of Directors of NYCB Bank shall each be twelve (12), of which (i) eight (8) shall be directors of NYCB immediately prior to the Effective Time, which shall include the Chief Executive Officer of NYCB immediately prior to the Effective Time, Xxxxxx Xxxx, Xxxxx Xxxxx, who shall serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four (4) shall be directors of Flagstar immediately prior to the Effective Time (the “Flagstar Designated Directors”), which shall include the Chief Executive Officer of Flagstar immediately prior to the Effective Time, who shall serve as the non-Executive Chairman of the Board of Directors of each of the Surviving Entity and the Board of Directors of NYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Surviving Entity and such other directors as mutually agreed to by Flagstar and NYCB, who shall be independent of NYCB in accordance with applicable stock exchange standards. (b) At the Effective Time, NYCB shall invite all directors of Flagstar immediately prior to the Effective Time other than the Flagstar Designated Directors to become members of an Advisory Board of NYCB (the “Advisory Board”), and shall cause all such individuals who accept such invitation to be elected or appointed for a two (2)-year term as members of the Advisory Board. Such members of the Advisory Board will serve on the Advisory Board until the second (2nd) anniversary of the Closing Date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served. The Chief Executive Officer of NYCB shall meet with the Advisory Board at least one time per quarter during the two (2) year period beginning on the Closing Date. (c) Effective as of the Effective Time, the Board of Directors of NYCB shall take such actions as are necessary and appropriate to adopt the lending policies and procedures of Flagstar that were in effect immediately prior to the Closing with respect to the acquired Flagstar operations as the lending policies and procedures for such acquired Flagstar operations.

  • Board of Trustees The Board of Trustees will be comprised of 9 voting members that include 5 CUPE employee representatives and 4 employer representatives, including the Crown. The Board of Trustees will include among its members 2 independent experts, 1 appointed by the employer representatives and 1 appointed by the employee representatives. CUPE will be responsible for the appointment and termination of the employee Trustees, and the employer representatives will be responsible for the appointment and termination of the employer Trustees.

  • The Board of Trustees Section 1. NUMBER, ELECTION, TERM, REMOVAL AND RESIGNATION. (a) The initial Board of Trustees shall be comprised of the Trustees entering into this Declaration of Trust on the date first written above, who shall hold office until the initial holder of a Share executes a consent in writing to elect a Board of Trustees that holds office in accordance with paragraph (c) of this Section 1. The initial Trustees shall (i) execute and file or cause to be filed the Certificate of Trust with the office of the Secretary of State of the State of Delaware and (ii) adopt the By-Laws. In accordance with Section 3801 of the DSTA, each Trustee shall become a Trustee and be bound by this Declaration of Trust and the By-Laws when such Person signs this Declaration of Trust as a trustee and/or is duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the By-Laws, so long as such signatory or other Person continues in office in accordance with the terms hereof. (b) The number of Trustees constituting the entire Board of Trustees may be fixed from time to time by the vote of a majority of the then Board of Trustees; PROVIDED, HOWEVER, that the number of Trustees shall in no event be less than one (1) nor more than fifteen (15). The number of Trustees shall not be reduced so as to shorten the term of any Trustee then in office. (c) Each Trustee shall hold office for the lifetime of the Trust or until such Trustee's earlier death, resignation, removal, retirement or inability otherwise to serve, or, if sooner than any of such events, until the next meeting of Shareholders called for the purpose of electing Trustees or consent of Shareholders in lieu thereof for the election of Trustees, and until the election and qualification of his or her successor. (d) Any Trustee may be removed, with or without cause, by the Board of Trustees, by action of a majority of the Trustees then in office, or by vote of the Shareholders at any meeting called for that purpose. (e) Any Trustee may resign at any time by giving written notice to the secretary of the Trust or to a meeting of the Board of Trustees. Such resignation shall be effective upon receipt, unless specified to be effective at some later time.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

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