Section 10Sec./Art. 10

Election of Independent Directors. The Board of Directors of the grantee shall have independent directors constituting at least twenty percent (20%) of its total membership. These independent directors must be elected in accordance with and shall be subject to the provisions of the Revised Corporation Code, as well as other pertinent rules and regulations.

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.

The grantees independent directors shall have at lease three (3) years of management or supervisory experience in the professional fields of water security, water science policy and management, environmental science, or any similar field.