The Committee shall meet as frequently as necessary (at least once each year). A majority of the members of the Committee shall constitute a quorum for the transaction of business. Minutes are recorded by the Secretary to the Committee. Approval by a majority of the members present at a meeting at which a quorum is present shall constitute approval by the Committee. The Committee may also act in any manner the Board is authorized to act, including by unanimous written consent without a meeting.

• recommend, for the Board’s selection, nominees for director;
• identify qualified individuals to become Board members; and
• assist the Board in determining the structure, composition and size of the Board and its committees.

1. Review and make recommendations on the range of skills and expertise which should be represented on the Board, and the eligibility criteria for individual Board and committee membership, which shall be in accordance with the rules and regulations of any governmental or regulatory body exercising authority over the Company, including, without limitation, the SEC and Nasdaq.
2. Review and recommend to the Board the appropriate structure, composition and size of the Board and its committees.
3. Identify and recommend, for the selection by a majority of the independent directors of the Board, potential candidates for election or re-election to the Board.
4. Have authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm, fees and other retention terms.
5. Have authority to obtain advice and assistance from internal and external legal, accounting or other advisers.
   The Committee’s oversight of director nominations shall not apply with respect to those directors, if any, entitled to be nominated for director by a third party pursuant to a binding obligation of the Company.