Independent Board Member definition

Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

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Independent Board Member means (i) a Trustee of an Adopting Fund if the Adopting Fund is organized as a Massachusetts business trust, (ii) a Director of an Adopting Fund if the Adopting Fund is organized as a corporation, and (iii) a "director" (as such term is defined in Section 2(a)(12) of the Investment Company Act of 1940, as amended [the "Act"]) of an Adopting Fund if the Adopting Fund is any other type of organization, who in any such case is not an interested person (as such term is defined in Section 2(a)(19) of the Act) of MSDW Advisors.

Independent Board Member means each Board member who is not an “interested person” of the Funds (as defined in Section 2(a)(19) of the 1940 Act) and who would be required to make a report under Section V of this Code solely by reason of being a Board member of the Funds.

Examples of Independent Board Member in a sentence

• No resignation or removal of an Independent Board Member, and no appointment of a successor Independent Board Member, shall be effective until such successor shall have accepted his or her appointment as an Independent Board Member by a written instrument and shall have signed this Agreement pursuant to Section 8.2(b).

• All right, power and authority of the Independent Board Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.

• To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Board Member shall not be liable to the Company, the Members or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Board Member acted in bad faith or engaged in willful misconduct.

• In the event of any vacancy in the Board, the Members may designate and appoint by mutual agreement a replacement board member to fill such vacancy and in the event of a vacancy in the position of Independent Board Member, the Members shall, as soon as practicable, designate and appoint a successor Independent Board Member.

• According to this Agreement, the Independent Board Member shall act only as the Board Member and assume entire responsibility for the performance of his/her duties as an independent board member of the Company and for the proper execution of this Agreement.

More Definitions of Independent Board Member

Independent Board Member means a Board Member who is not an "interested person", as defined by Section 2(a)(19) of the 1940 Act, of a Fund.

Independent Board Member means any member of the Board of Directors satisfying the conditions for independent member provided by Law.

Independent Board Member means a trustee of a Fund who is not a “interested person” of the Fund, as defined in Section 2(a)(19)(B) of the 1940 Act.

Independent Board Member means a member of the Board who is considered by the Company to be independent in accordance with the requirements of the Exchange (including, in the context of members of the finance and audit committee, under Rule 10A-3 under the Exchange Act, as applicable) and the standards of independence promulgated by the Board from time to time;

Independent Board Member means a director or trustee of a Fund who is not a “interested person” of the Fund, as defined in Section 2(a)(19)(B) of the 1940Act.

Independent Board Member means that, when judged from the perspective of a reasonable and informed third party, the Member has no interest, position, association or relationship which is likely unduly to influence or cause bias in decision-making in the best interests of the Institute, provided that membership of the Institute will not automatically result in a presumption of a lack of independence;

Independent Board Member means a member of the Board of Directors who: (a) is not a current Employee of the Company or a Subsidiary, (b) does not receive remuneration from the Company or a Subsidiary, either directly or indirectly, for services rendered as a consultant or in any capacity other than as a Director, except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto, and (c) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor provision thereto. The term Independent Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of a “Non-Employee Directors” under Rule 16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the listing requirements imposed by any Exchange on which the Company lists or seeks to list its securities.