Charter of the Governance and Nominating Committee of the Board of Directors
Benedict P. Rosen, Chairperson
I. Organization and Functioning
There shall be a committee of the Board of Directors to be known as the Governance and Nominating Committee (the "Committee"). The Committee shall be comprised of at least three Directors who shall be appointed initially by the Board and thereafter by the Board after considering the recommendation of the Committee. The Committee shall only include directors who satisfy the independence standards of the National Association of Securities Dealers (NASD). The Board shall designate one member of the Committee as its Chairperson. Members of the Committee shall serve until their resignation, retirement, removal by the Board or until their successors are appointed.
The Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee.
The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the Company.
At each meeting of the Board following a meeting of the Committee, the Chairperson of the Committee shall report to the full Board on the matters considered at the last meeting of the Committee.
At least annually and in Executive Session, the Board shall provide the Committee with an evaluation of the Committee's performance.
II. Statement of Purpose
The purpose of the Committee is to ensure that the Board and its Committees are appropriately constituted so that the Board and Directors may effectively meet their fiduciary obligations to shareholders and the Company. To accomplish this purpose, the Committee shall:
(a) Identify individuals qualified to become Board members and
recommend to the Board the Director nominees for the next annual meeting of
shareholders and candidates to fill vacancies in the Board;
III. Specific Duties and Responsibilities
1. Recommend Nominees for Election as Directors
(a) Determine the desired Board skills and attributes and,
when appropriate, conduct searches for prospective Board members whose skills
and attributes reflect those desired;
2. Recommend Appointments to Board Committees
3. Directors and Committee Member Compensation
4. Monitor and Evaluate the Governance Guidelines
(a) Determining whether the Guidelines are being effectively
adhered to and implemented;
In addition, the Committee shall consider any other corporate governance issues that may arise, from time to time, and develop appropriate recommendations to for the Board's consideration and approval.
5. Board Orientations and Continuing Education
The Committee shall annually report to the Board on continuing education of directors with respect to the Company's business and financial statements, corporate governance, and other appropriate subjects.
6. Engagement of Advisors