16. Independent Directors
To the extent required by law, these By-Laws or a resolution of the Board, the following definitions shall apply for purposes of determining whether a director qualifies as an Independent Director. When a director must be an Independent Director for purposes of committee membership or Board action, he or she must disclose his or her qualification as an Independent Director before he or she is selected to the committee or before any such Board action and such qualification must be documented in the Board or committee meeting minutes. Any time thereafter, all Independent Directors must disclose any circumstances which would disqualify him or her from being an Independent Director. In the event a director is rendered ineligible during the time of his or her service on the Financial Review and Policies Committee, he or she must resign from the Committee immediately and the Board may fill the vacancy with an Independent Director, provided the appropriate documentation of such Independent Director's qualifications is included in the minutes of the Board meeting where such vacancy is filled.
An "Independent Director" means a director who:
- is not, and has not been within the last three years, an employee of the Corporation or an Affiliate of the Corporation, and does not have a Relative who is, or has been within the last three years, a Key Employee of the Corporation or an Affiliate of the Corporation;
- has not received, and does not have a Relative who has received, in any of the last three fiscal years, more than $10,000.00 in direct compensation from the Corporation or an Affiliate of the Corporation (other than reimbursement for expenses reasonably incurred as a director or reasonable compensation for service as a director); or
- is not a current employee of or does not have a Substantial Financial Interest in, and does not have a Relative who is a current officer of or has a Substantial Financial Interest in, any entity that has made Payments to, or received payments from, the Corporation or an Affiliate of the Corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the lesser of $25,000.00 or 2% of such entity's consolidated gross revenues.
For purposes of this paragraph:
- "Payment" does not include charitable contributions;
- "Affiliate" of the Corporation means any entity controlled by, in control of, or under common control with the Corporation;
- "Key Employee" includes all employees of the Corporation who are in a position to exercise substantial influence over the affairs of the Corporation;
- "Relative" means his or her (A) spouse, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren; or (B) domestic partner; and
- "Substantial Financial Interest" includes all forms of direct or indirect financial interests, which in the discretion of the Board of Directors constitutes a substantial interest, given due consideration to the material facts and circumstances of the interest as disclosed by the director.