MAIR HOLDINGS, INC.
NOMINATING COMMITTEE CHARTER
The purpose of the Nominating Committee (the "Committee") of the Board of Directors (the "Board") of MAIR Holdings, Inc. (the "Corporation") is to:
recommend to the Board individuals qualified to serve as members of the Board.
review and recommend committee appointments for the committees of the Board.
II. COMMITTEE COMPOSITION
The Committee shall consist of two or more members of the Board, each of whom the Board has affirmatively determined is an "independent director" under Rule 4200(a)(15) of the Nasdaq Marketplace Rules or any successor rule.
The Board will appoint the members of the Committee, who shall serve at the pleasure of the Board, for such term or terms as the Board may determine.
III. COMMITTEE DUTIES AND RESPONSIBILITIES
The Committee shall have the following duties and responsibilities:
On an annual basis, review and make recommendations to the Board regarding any material relationships between the Corporation and its directors, and determine which directors meet the standards of "independent director" under the Nasdaq Marketplace Rules.
2. Director Candidates
Develop and recommend to the Board guidelines and criteria for the selection of candidates for directors.
Recommend to the Board qualified nominees to serve as directors of the Corporation. As required, make recommendations to the Board regarding candidates for election by shareholders or to fill vacancies in the Board resulting from death, resignation or other cause, or by reason of an increase in the total number of directors.
3. Committees of the Board
Review and make recommendations to the Board regarding nominees for each of the Corporation's committees, taking into consideration the charters for such committees, any requirements for independent directors on such committees, and any other factors the Committee deems relevant.
IV. COMMITTEE STRUCTURE AND OPERATIONS
The Board may designate one member of the Committee as its chairperson. The Committee will meet in person or telephonically as determined by the Committee chairperson, when deemed necessary or desirable by the Committee or its chairperson. The Committee may request any officer or employee of the Corporation or the Corporation's outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. A majority of the members of the Committee shall constitute a quorum, and shall be empowered to act on behalf of the Committee.
V. RESOURCES AND AUTHORITY OF THE COMMITTEE
The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisers and consultants, including search firms used to identify director candidates, to assist in carrying out its duties and responsibilities, and shall have the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants