Nominating Committee Charter

 


Nominating Committee Charter of Delta Petroleum Corporation
 
Adopted October 29, 2004
 
1. Members. The Board of Directors of Delta Petroleum Corporation (the "Company") shall appoint  Nominating Committee (the "Committee") of at least three directors and shall designate one member of the Committee as chairperson.  Each member of the Committee shall meet the independence requirements of the Nasdaq Stock Market.
 
2. Purposes, Duties and Responsibilities. The Committee shall identify individuals qualified to become members of the Board of Directors, to recommend to the Board of Directors persons to be selected as nominees for election to the Board of Directors at annual meetings of the Company’s shareholders.
 
3. Director Nominations. The duties and responsibilities of the Committee with regard to director nomination matters shall include, but are not limited to:
 
   (i) Identifying and reviewing the qualifications of potential nominees for election to the Board of    Directors, including incumbent directors and candidates recommended by shareholders.

   (ii) Evaluating all prospective director nominees, including those nominated by shareholders, and    to conduct appropriate inquiries into the backgrounds and qualifications of prospective director    nominees.
 
   (iii) Annually selecting and recommending to the Board of Directors for approval a slate of director    nominees, and to otherwise recommend for approval by the Board of Directors nominees to fill    vacancies or new positions on the Board of Directors as they may occur or be created from time to    time, in accordance with the Bylaws of the Company.
 
   (iv) Planning in advance for continuity on the Board of Directors as current directors are    expected to retire from the Board.
 
4. Criteria for Director Nominees. In considering possible candidates for election to the Board of Directors, the Committee should be guided by the following criteria.  Each candidate should:
 
   (i) Be chosen without regard to sex, race, religion or national origin;
 
   (ii) Be an individual of the highest character and integrity and have an inquiring mind, vision and    the ability to work well with others;
 
   (iii) Be free of any conflict of interest that would violate any applicable law or regulation or interfere    with proper performance of the responsibilities of a director;
 
   (iv) Possess substantial and significant experience that would be of particular importance to the    Company in the performance of the duties of a director;
 
   (v) Have sufficient time available to devote to the affairs of the Company in order to carry out the    responsibilities of a director; and
 
   (vi) Have the capacities and desire to represent the balanced best interests of the shareholders as a whole.
 
5. Shareholder Recommendations for Director Nominees. Shareholders may make recommendations to the Committee of persons that they believe the Committee should consider for nomination for election to the Board of Director.  To make a recommendation a shareholder should submit a letter addressed to the Chairperson of the Nominating Committee no later than 120 days prior to the date of the next Annual Meeting of Shareholders that sets forth the following:
 
   (i) The name, age, and address of the person recommended for nomination;

   (ii) The principal occupation or employment of the person recommended for nomination;
 
   (iii) A statement that the person is willing to be nominated and will serve if elected;
 
   (iv) A statement as to why the shareholder believes that the person should be considered for    nomination for election to the Board of Directors and how the person meets the criteria to be    considered by the Committee as set forth in Section 5 above.
 
6. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment either in person or telephonically, but at least once annually.  The Committee shall report to the full Board of Directors with respect to its meetings, and prepare minutes of its meetings for inclusion in the Company’s corporate records.  A majority of the members of the Committee shall constitute a quorum.
 
7. Annual Review. The Committee shall annually evaluate the performance of the Committee and shall assess the adequacy of the Nominating Committee's Charter, and recommend changes if the Committee determines that changes are appropriate.