Nominating Committee
of the Board of Directors Charter


The Nominating Committee is a subcommittee of the Board of Directors. The primary function of the Nominating Committee is to identify and approve individuals qualified to become members of the Board of Directors.

The Nominating Committee shall be comprised of:

  • Three or more members of the Board of Directors, each of whom shall be "independent" of the management of the Company, and free from any relationship that, in the opinion of the Board, would interfere with his or her independence. For the purposes hereof, "independent" shall mean a director who meets the National Association of Securities Dealers, Inc. (hereinafter "NASD") definition of "independence."
  • The members shall be elected to the Nominating Committee annually or as necessary to fill vacancies in the interim.
  • The Board shall designate one member to serve as Chairperson.

Meetings and Resources:
The Nominating Committee shall:

  • Conduct meetings as often as the members deem necessary, either in person or telephonically, to perform the Committee's responsibilities. The majority of the members of the Compensation Committee shall constitute a quorum. Special meetings may be called by the Chairman of the Compensation Committee, or at the request of management.
  • Have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates, and to retain other advisors.
  • Have the authority to form and delegate authority to subcommittees, the CEO, or other designated personnel when appropriate.
  • Report to the full Board of Directors with respect to its meetings.

Areas of Focus:

  • Identify individuals qualified to become members of the Board.
  • Approve director nominees to be presented for shareholder approval at the annual meeting.
  • Approve director nominees to fill vacancies on the Board as necessary.
  • Review candidates recommended by shareholders
  • Make recommendations to the Board regarding the size and composition of the Board and develop and recommend to the Board criteria (such as independence, experience relevant to the needs of the Company, diversity and leadership qualities) for the selection of individuals to be considered as candidates for election to the Board
  • Review periodically the structure, size, composition and operation of the various Board committees
  • Review and reassess the adequacy of the Nominating Committee Charter periodically and recommend any proposed changes to the Board for approval.
  • Conduct an annual evaluation of the Nominating Committee
  • Make relevant inquiries and take necessary actions to fulfill the undertakings set forth in this Charter.
  • Perform any other activities consistent with this Charter, the Company's By-laws and governing law as the Nominating Committee or the Board deem appropriate.