§ 3603. Clifton-Fine health care corporation. 1. (a) There is hereby\ncreated a board to be known as the Clifton-Fine health care corporation\nwhich shall be a body corporate and politic constituting a public\nbenefit corporation.\n (b) The corporation shall be governed by eight voting directors to be\nappointed in the following manner as follows: (i) four directors shall\nbe appointed by the town supervisor of the town of Fine; and (ii) four\ndirectors shall be appointed by the town supervisor of the town of\nClifton, the governing body of each town shall make recommendations to\ntheir respective town supervisor pursuant to the recommendations of the\nboard of the hospital for the initial directors, and pursuant to the\nrecommendations of the board of the corporation for subsequent\ndirectors; provided, however, the town supervisors may appoint persons\nother than those so recommended. Any director absent for three\nsuccessive regular meetings shall be deemed to have resigned from the\nboard of directors unless said director has submitted in writing to the\nchairperson of the board of directors an acceptable reason for said\nabsences. The first directors shall be appointed for the following terms\nfrom the first day of January, two thousand as follows: one from each\ntown for a term of one year, one from each town for a term of two years,\none from each town for a term of three years and one from each town for\na term of four years. Subsequent appointments of directors shall be made\nin the same manner as set forth in this paragraph and for a term of five\nyears. All directors shall continue to hold office until their\nsuccessors are appointed and qualified. The resignation of any director\nshall be filed with the appointing authority and shall be effective when\nso filed. Vacancies occurring otherwise than by expiration of term of\noffice, shall be filled in the same manner as set forth in this\nparagraph by the supervisor of the respective town for the unexpired\nterm. Directors of the board may be removed from office for the same\nreasons and in the same manner as may be provided by law for the removal\nof officers of a town. The powers of the board shall be vested in and\nexercised by the directors as heretofore set forth and the board formed\nat a meeting called for said purpose by the chairperson of the existing\nboard of managers of the Clifton-Fine Hospital.\n (c) Each voting director should possess a high degree of experience or\nknowledge in relevant fields or a high degree of interest in the\ncorporation and should reside in either the town of Clifton or the town\nof Fine. The appointment of any voting director to the corporation shall\nbe based in part on the objective of ensuring that the corporation\nincludes diverse and beneficial perspectives and experience, including,\nbut not limited to, those of business management, law, finance, medical\nand/or other health professionals, health sector workers, and the\npatient or consumer perspective.\n 2. There shall be three non-voting members: one non-voting member\nshall be the chief executive officer of the corporation as appointed by\nthe voting directors of the board; and two other non-voting members who\nshall be the town supervisors of the towns of Clifton and Fine. Such\nmembers shall have all of the rights and powers of the voting directors\nother than the right and power to vote including, but not limited to,\nthe right to equal access to information, provided, however, when the\nboard is acting pursuant to its authority under subdivision four of this\nsection such chief executive officer may be excluded from such meeting\nand access to any information regarding actions of the board pursuant to\nsuch subdivision may be denied to him or her.\n 3. (a) The voting directors shall by majority vote elect from among\nits members annually a chairperson, a vice-chair to serve in the absence\nof the chairperson, a secretary and an assistant-secretary to serve in\nth
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