Governance & Nominating Committee Charter

 

         I.            Purposes and Authority

The Governance & Nominating Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members and members of particular Board committees, to recommend to the Board the director nominees, and to recommend to the Board nominees for each committee of the Board; (2) to lead the Board in its periodic review of the Board's performance and monitor the Company's corporate governance structure; and (3) to assist the Board in monitoring the compliance by the Company with legal and regulatory requirements relating to Board composition and effective corporate governance.

Specifically, the Governance & Nominating Committee shall:

                                o            Develop, for Board approval, a Statement of Policy for the identification and selection of new director candidates and re-nomination of existing directors;

                                o            Actively recruit individuals qualified to become Board members and shall consider candidates to fill positions on the Board, including candidates properly recommended by the Company's stockholders. The Governance & Nominating Committee shall conduct the appropriate and necessary inquiries (as determined by the Committee) with respect to the backgrounds and qualifications of candidates;

                                o            Recommend to the Board for its approval, candidates to fill positions on the Board and the standing committees of the Board;

                                o            Review the independence and other qualifications of Board members, consider questions of possible conflicts of interest among Board members or management and the Company and its subsidiaries, and monitor all other activities of Board members or management that could interfere with such individuals' duties to the Company;

                                o            Provide for periodic review of Board performance and report their findings to the Board;

                                o            Monitor and recommend to the Board for its approval any changes regarding (a) the structure, size and operation of the Board and (b) the membership and functions of the various committees of the Board;

                                o            Monitor the compliance by the Company with all legal, regulatory and NASDAQ requirements relating to effective corporate governance, and advise the Board with respect to the Company's policies and procedures regarding compliance with the foregoing;

                                o            If necessary, form and delegate authority to subcommittees or, to the extent permitted under applicable laws, regulations and NASDAQ rules, to any of its members or to any other independent director, in each case to the extent the Committee deems necessary or appropriate. The Governance & Nominating Committee may consult with or obtain input from management, but except as expressly provided herein the Committee shall not delegate any of its responsibilities to management; and

                                o            Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for its approval. This Charter is in all respects subject and subordinate to the Company's certificate of incorporation and by-laws and the applicable provisions of the Ohio Revised Code.

        II.            Composition

The Governance & Nominating Committee shall be comprised of three or more directors. Committee members shall be independent directors as required by the Nasdaq National Market or the National Association of Securities Dealers, as applicable.

The members of the Governance & Nominating Committee shall be recommended by the Chairman of the Board and elected by the Board annually or until their successors shall be duly elected and qualified. Unless a Chairman of the Governance & Nominating Committee is elected by the full Board, the members of the Governance & Nominating Committee may designate a Chairman by majority vote of the full Governance & Nominating Committee.

      III.            Meetings

The Governance & Nominating Committee shall meet as frequently as necessary in the opinion of the Chairman of the Governance & Nominating Committee or any other member thereof. Any member may request and schedule a meeting with adequate prior notice to the other members. Meetings may be held by telephone or in person. The Governance & Nominating Committee may act only by a vote of a majority of its members. Members may not vote by proxy, but may participate and vote at any meeting of the Committee either by attending the meeting in person, by telephone, or electronically. Meetings may be held at any suitable time and place.

      IV.            Reports to the Board

The Committee shall report to the full Board at least annually, and at such other times as might be appropriate. The Committee may rely upon the judgment of its members and/or upon independent professional advice, in determining what should be reported to the Board at any particular time.

       V.            Retention of Advisors

The Committee shall retain such independent professional advisors as it deems necessary to assist it in the performance of its duties, including, without limitation, search firms to identify director candidates, attorneys, accountants, and/or consultants. The Company shall pay for any independent advisors retained by the Committee.