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From: Richard Topping [mailto: Richard .Topping @pbhsolutions.org] <br />Sent: Wednesday, May 16, 2012 12:02 PM <br />To: Bob Carruth <br />Cc: Pam Shipman <br />Subject: RE: Board Resolution Follow -up & Additional Info <br />Hi Bob. Can you resend Jay's contact info, or connect us on this email? I couldn't open the <br />attachment. <br />We completely agree that PBH /Cardinal Innovations' governing body must represent the <br />constituents it serves and, in our case, that comprises 15 counties. We've addressed that 3 <br />ways. The first is by using a two -level board structure. The second is by including geographical <br />diversity criteria in the resolution itself. And the third will be through the use of bylaws. <br />First, the two -level board structure includes a governing board and local, community oversight <br />boards. The community oversight boards are comprised of either County Commissioners or <br />their appointees. Those local appointments (from across 15 counties) comprise half of the <br />members of the governing board. <br />Secondly, the geographical diversity criteria in the resolution is for the two at -large County <br />Commissioners on the governing board. Those two Commissioners' appointments must "based <br />on diversity of geographic representation." <br />So those two provisions ensure the diversity of the four local boards, the commissioners, and <br />half the governing board. To ensure that the remain half of the governing board is also as <br />geographically diverse as possible, we'll use bylaws. The only reason why we didn't put that in <br />the resolution is because those members must have expertise in healthcare, finance, or <br />insurance. We certainly want those members to come from across as many of the 15 counties <br />as possible, but we also want to make sure we have the flexibility to get the necessary <br />expertise. <br />So that's the scoop and how we've attempted to address the need and concern. I'm happy to <br />call or meet with Jay this week. Just let me know whatever he needs or would like. <br />Thanks. <br />Richard <br />Richard F. Topping, JD, MPH <br />General Counsel <br />pbH <br />M' <br />G -4 Page 266 <br />