No Trustee qualifies as "independent" for purposes of membership of the Foundation’s Board of Trustees or any Board Committee:

1. If, in the opinion of the Board, the Trustee has a relationship with the Foundation that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Trustee;

2. Who is a partner in, or a controlling shareholder of, any organization to which the Foundation made, or from which the Foundation received, payments for property or services, or to which the Foundation made grants, in the current year or in any of the past three fiscal years that exceeded $100,000, other than payments under nondiscretionary charitable contribution matching programs;

3. Who is or was at any time during the past three years employed as an executive officer of another entity where at the time of such employment any of the executive officers of the Foundation served on the compensation committee of such other entity; and

4. Who is a current partner of the Foundation’s outside auditor or was a partner or employee of the Foundation’s outside auditor who worked on the Foundation’s audit at any time during any of the past three years.