A substantial minority of a board is less than half of the number of board members, but still enough to be able to influence or impact how the board functions and/or the decisions it makes.
The number of board members that constitutes a substantial minority depends on the board parameters—including the board’s size, how it is structured, and how it operates. An Affiliate may exhibit Control over an entity via its governing board when it fills (or has the right to occupy) less than 50% of the governing board seats if the board seats it does fill (or has the right to occupy) have special powers or if it fills (or must occupy) key board positions. Examples of special powers that a relevant board seat could retain are a special veto power or power over budget decisions, etc.; examples of relevant key board positions include chair of the board, nominating committee members, loan committee members, etc.