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Election of Independent Directors. - The Board of the grantee shall have independent directors constituting at least twenty percent (20%) of its total membership. These directors must be elected by a majority of the total number of outstanding shares entitled to vote.
An independent director is a person who, apart from shareholdings and fees received from the corporation, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a director.
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