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ARTICLE IV <br /> BOARD OF DIRECTORS <br /> Section 4 . 1 . POWERS . The affairs of the Corporation shall be conducted by the Board <br /> in a manner consistent with these Bylaws and applicable law . The Board shall make <br /> appropriate delegations of authority to the Officers and , to the extent permitted by law and <br /> consistent with its responsibility to the patient population served , by appropriate resolution , to <br /> Board Committees . <br /> The Board shall adopt a Strategic Plan that is consistent with the Corporation ' s mission <br /> statement . The Board shall be responsible for monitoring and reviewing the projects and <br /> services undertaken to accomplish the objectives of the Strategic Plan . <br /> Section 4 . 2 . QUALIFICATIONS , TENURE AND ELECTION . <br /> 4 . 24 Number and Voting . There shall be sixteen members of the Board . Each <br /> member , except the President , shall have a vote . <br /> 4 . 2-2 Composition , Qualifications and Terms . <br /> A . Composition . The Board shall be composed of twelve Independent <br /> Directors , three of whom shall be designated by the District ; one elected Medical Staff <br /> Representative ; and three ex- officio Directors ; the President ; the Chief of the Medical Staff; <br /> and the Vice Chief of the Medical Staff. <br /> B . Qualifications . Any adult Florida resident is eligible to serve as an <br /> Independent Director other than : ( 1 ) a Public Official ; (2) a member of the Medical Staff with <br /> current clinical privileges ; or (3) an employee of Indian River Memorial Hospital , Inc . or any <br /> of its subsidiaries . The Nominating Committee or the District , as the case may be , shall find <br /> one or more of the following characteristics in a prospective Independent Directors : <br /> demonstrated management or professional acumen , prior experience in health care delivery , a <br /> history of voluntary service , or a particular attribute or skill considered desirable . <br /> C . Terms . Independent Directors shall be divided into three equally-sized <br /> annual classes . Each class shall be elected for a term of three years . The Medical Staff <br /> Representative shall serve two-year terms . <br /> 4 . 2-3 Election Procedures . <br /> A . Elected Directors . A Nominating Committee shall be appointed <br /> annually in accordance with Section 6 . 1 - 1 . The Nominating Committee shall present its <br /> nominees for Independent Director to the Board no later than the regular Board meeting <br /> 4 <br />