Charter of the Corporate Governance Committee

1.     Committee Membership and Organizational Procedures

        The Corporate Governance Committee ("Committee") of Intrado Inc. (the "Corporation") shall be comprised solely of two or more independent members according to the independence standards established by applicable statutes, regulations, and the Nasdaq National Market listing standards, and such other independence standards that may be established by the Committee ("Independence Standards").

        The members of the Committee shall be appointed and replaced by the Board.

        A majority of the members of the Committee shall constitute a quorum for the transaction of business, subject to the provisions of Article III, Section 11 of the Corporation's Bylaws regarding the appointment of a substitute director to act in the place of any absent or disqualified Committee member.

        The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the Committee. However, the Committee may designate, form and delegate authority to standing and ad-hoc subcommittees as the Committee deems necessary or desirable.

        The Committee Chairman shall have the authority to call a special meeting of the Committee whenever the Committee Chairman deems such meeting necessary or desirable.

        The Chairman shall regularly make a report to the Board regarding the Committee's activities.

2.     Committee Authority and Responsibilities

        The Committee shall have the responsibility for advice and counsel to management and the Board regarding oversight of the Corporation's governance, including the following authority and responsibilities, together with any additional authority or responsibilities delegated to the Committee by the Board from time to time:

Board Membership

Establish and periodically reevaluate the criteria for Board membership;

Identify, consider, recommend, and recruit candidates to fill vacancies or new positions on the Board, including consideration of candidates recommended by stockholders;

Conduct appropriate and necessary inquiries into the backgrounds and qualifications of Board candidates (including compliance with security procedures that are consistent with those required of senior management), with advice and assistance from internal or external legal, accounting, security or other advisors;

Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board, in light of the Company's needs and circumstances;

Evaluation of Board Performance, Organization and Structure

Annually evaluate the performance of the Board and each member of the Board;


Recommend to the Board removal of a director, where appropriate under the Delaware General Corporation Law, other applicable statutes and regulations, Nasdaq National Market listing standards, or the Corporation's Certificate of Incorporation or Bylaws;

Periodically assess the composition, organization and practices of the Board, including the structure, membership and leadership of Board committees and make recommendations to the Board;

Annually review this Charter and recommend any proposed changes to the Board for approval;


Establish an orientation program for new directors;

On an ongoing basis, monitor the orientation and education needs of new and existing directors and offer training to the Board, individual directors and management, where appropriate;

General Responsibilities

Recommend matters for consideration by the Board;

Make recommendations on the structure of Board meetings and the process through which the Board receives information from management or other sources;

Periodically review the employment and service on the board of any other profit or non-profit organization of Board members and senior executives;

Periodically review the Corporation's Code of Conduct and ethics policies, including "whistle blower" provisions;

Review the Company's plan for CEO succession;

Monitor non-Board services provided by directors to the Corporation or its subsidiaries;

Review at least annually a summary of the Company's charitable contributions;

Submit planned expenditures in the Company's budgeting process and operate within its budget unless otherwise approved by the Board.