C I B N
Community Investors Bancorp, Inc.
Charter of the Nominating Committee of the Board of Directors
The Nominating Committee is appointed by the Board of Directors (“Board”) of Community Investors Bancorp, Inc. (“Company”). The primary duties and responsibilities of the Committee are to
identify and recommend to the full Board the selection of qualified individuals to serve as Board members and recommend to the full Board director nominees for each Annual Meeting of Shareholders;
identify and recommend to the full Board the selection of qualified individuals to serve as Board members in the event of any vacancy on the Board; and
review shareholder recommendations for director nominees and shareholder submitted nominees (including reviewing shareholder-submitted nominations for compliance with the Company’s Bylaws) for election at the Annual Meeting of Shareholders.
Members of the Committee shall consist of at least two directors. Members of the Committee, as well as its Chair, are appointed by the Board. Each member must be an independent, non-employee director, free from any relationship that would interfere with the exercise of its members’ equitable judgment. Members must meet applicable NASDAQ National Market listing standards and other statutory or regulatory requirements relative to director independence.
The Committee shall establish its own schedule for meetings throughout the year. The Committee Chair must approve an agenda in advance of each meeting. If the Chair is not present, the members of the Committee may designate a Chair by a majority vote of those present.
Committee Authority and Responsibilities
The Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to serve on the Board, including
ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC
), local or community ties; and
minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially.
The Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors.
The Committee shall have the sole authority to retain and terminate any search firms, internal or external advisors, and legal counsel used to identify director candidates, and shall have the sole authority to approve the related fees and retention terms, at the Company's expense.
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