of Directors, by resolution dated
Governance and Nominating Committee is to assist the Board of Directors in the
discharge of its fiduciary responsibilities relating to matters of corporate
governance and identification of individuals qualified to be Board members.
The Governance and Nominating Committee will fulfill this purpose by carrying out the duties and responsibilities enumerated in this Charter.
identify, and/or design for recommendation to the Board of Directors:
Committee shall be comprised of at least three Independent directors appointed
by the Board. "Independent director" means the director is not a
current or former employee of the Company, does not receive significant direct
or indirect compensation in any capacity other than as director, has no
interest in any significant transactions or business relationships with the
Company, and otherwise meets all requirements imposed by Federal or State
securities or tax laws, or any rules, regulations, or listing standard of any
applicable national securities exchange..
The members of the Committee and its Chairperson shall be appointed by the Board. Each member shall serve at the pleasure of the board.
The Committee shall meet at least annually, or more frequently as circumstances dictate.