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preceding the Annual Meeting . The number of nominees presented shall equal the number of <br /> Independent Directors to be elected by the Board at such meeting . The Board shall elect <br /> Independent Directors from among those persons nominated by the Nominating Committee at <br /> or before its regular monthly meeting immediately preceding the Annual Meeting . A newly- <br /> elected Independent Director shall assume his or her position at the start of the Annual <br /> Meeting . <br /> B. Designated Directors . The District shall designate one Independent <br /> Director at or - before its regular monthly meeting immediately preceding IRMH , Inc . ' s Annual <br /> Meeting . A Director designated by the District shall assume his or her position at the start of <br /> the Annual Meeting following his or her designation . <br /> C. Medical Staff Representative. The Active Staff, as defined in the <br /> Medical_Staff Bylaws , shall elect from among its members a Medical Staff Representative to <br /> serve on the Board . The Active Medical Staff shall determine its own rules and procedure for <br /> electing the Medical Staff Representative , except that any member of the Active Medical Staff <br /> shall be eligible for election and the vote shall be by written secret ballot if two or <br /> more <br /> candidates are nominated for the position . The Medical Staff Representative shall assume his <br /> or her position at the start of the next Board meeting following his or her election . <br /> 4 . 24 Tenure . After completing two consecutive full terms , no Independent Director <br /> shall be eligible for either election or designation as a Director until the next Annual Meeting <br /> other than a serving Chairman of the Board , and , in that case , only if the Chairman indicates in <br /> writing to the Nominating Committee a wish to continue and only for so long as he or she <br /> holds the office of Chairman . In no case shall an Independent Director serve as an <br /> Independent Director for more than a total of ten years . No Medical Staff Representative shall <br /> serve as a Director in that capacity for more than three consecutive full terms . <br /> Section 4 . 3 . MEETINGS . The Annual Meeting of the Board shall be held each January <br /> on the fourth Wednesday for the purposes of: ( 1 ) approving Board Committee appointments , <br /> (2 ) fixing the times , dates , and places for regular meetings of the Board for the next twelve <br /> ( 12 ) months , and ( 3) transacting such other business as may come before the meeting . If the <br /> Board does not prescribe the time , date and place for the holding of regular meetings , such <br /> Meetings shall be held at the time , date and place specified by the Chairman in the notice of <br /> each such regular meeting . The Board shall meet at least once each calendar quarter . <br /> Meetings of the Board , whether regular or Special , may be held at any place as the Board <br /> may designate from time to time , or , if not designated as shall be specified in the notice of the <br /> meeting or waiver of notice thereof. Neither the business to be transacted at , nor the purpose <br /> of any regular meeting of the Board need be specified in the notice or waiver of notice of such <br /> meeting unless required by statute . <br /> Section 4 . 4. SPECIAL MEETINGS . Special Meetings of the Board shall be held <br /> whenever called by the Chairman, the Vice Chairman , or the written request of a majority of <br /> 5 <br />