This Amended and Restated Nominating and Coporate Governance Committee Charter (the “Charter”) was adopted by the Nominating Committee of AVI BioPharma, Inc. (the “Company”) at a properly called meeting of the Committee on February 16, 2006. The Charter amends and restates in its entirety the Company’s previously adopted Nominating Committee Charter, adopted in 2004.
The name of the Committee shall be the Nominating and Corporate Governance Committee and it shall be composed of at least two members of the Board of Directors, each of whom is independent of the management of the Company and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a Committee member. The members of the Committee shall be independent, as required by applicable law or regulations established by the Securities and Exchange Commission (“SEC”) and the National Association of Securities Dealers, Inc. (“NASD”). The operation of the Committee shall be subject to the Bylaws of the Company as in effect from time to time and to provisions of applicable law.
The Committee will provide assistance to the Board in fulfilling its responsibility to the shareholders relating to corporate governance policies and practices of the Company, including Board and committee structure and nominations. The Committee will have free and open communication with the directors and the executive management of the Company.
In carrying out its responsibilities, the Committee will adopt policies and procedures it believes necessary or appropriate to enable it to react to changing conditions, and to increase the confidence of the directors and shareholders that the corporate governance practices of the Company comply with all requirements.
Meetings of the Committee will be held at the pleasure of the Board and the members of the Committee, from time to time, in response to needs of the Board. Notwithstanding the foregoing, the Committee will meet at least once annually to evaluate and make nominations of qualified candidates for election to the Board at the Annual Meeting of Shareholders.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee will report its actions and recommendations to the Board after each Committee meeting.
The Committee will have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee will have authority to approve related fees and retention terms.
As appropriate under the circumstances, the Committee will, among its other responsibilities:
The Committee will have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate so long as such actions are ratified by the Committee as a whole.
Nominating and Corporate Governance Committee Members: