CHARTER FOR THE
The purpose of the Nominating Committee is to ensure that the Board of
Directors is properly constituted to meet its fiduciary obligations to
shareholders and the Company. To carry out this purpose, the Nominating
Committee shall: (1) assist the Board by identifying prospective director
nominees and to recommend to the Board the director nominees for the next annual
meeting of shareholders; and (2) recommend to the Board director nominees for
COMMITTEE MEMBERSHIP AND ORGANIZATION:
o The Nominating Committee shall be composed of no fewer than two (2)
o All members of the Nominating Committee shall meet the independence
requirements of (i) NASDAQ Rule 4200 and (ii) the rules of the SEC.
o The members of the Nominating Committee shall be appointed and
replaced by the Board.
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
o Evaluate the current composition and organization of the Board and its
committees, determine future requirements, and make recommendations to
the Board for approval.
o Determine on an annual basis desired Board qualifications, expertise,
and characteristics and conduct searches for potential Board members
with corresponding attributes. Evaluate and propose nominees for
election to the Board. In performing these tasks, the Nominating
Committee shall have the sole authority to retain and terminate any
search firm to be used to identify director candidates.
o Form and delegate authority to subcommittees when appropriate.
o Evaluate and make recommendations to the Board concerning the
appointment of directors to Board committees, the selection of Board
committee chairs, and propose the Board slate for election.
o Consider shareholder nominees for election to the Board and establish
appropriate procedures for communications from shareholders to
o Evaluate and recommend termination of membership of individual
directors for cause or for other appropriate reasons.
o Work with the Board on succession planning and evaluating potential
successors to executive management positions.
o Make reports to the Board no less frequently than annually.
o Review and re-examine this Charter annually and make recommendations
to the Board for any proposed changes.
o Annually review and evaluate the Nominating Committee's performance.
o In performing its responsibilities, the Nominating Committee shall
have the authority to obtain advice, reports, or opinions from
internal or external counsel and expert advisors.