Untitled Document
Procedures as Governing the Nominating Function
(As Approved by the Board on September 27, 2004)
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| PURPOSE: |
The purpose
of the nominating function of the Board of Directors (the "Board")
of Pro-Dex, Inc. (the "Company") is to ensure that the Board
is properly constituted to meet its fiduciary obligations to shareholders
and the Company. The Company has not constituted a separate nominating committee;
the Board fills such function.
To carry out this purpose, the Board shall identify (A) prospective director
nominees for the next annual meeting of shareholders and (B) nominees to
fill vacancies on the Board as they may arise from time to time.
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| MEMBERSHIP
AND ORGANIZATION: |
- The Board shall comprise no fewer than a majority of independent
members.
- Each member of the Board required to be "independent"
shall meet the independence requirements of the National Association
of Securities Dealers.
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| RESPONSIBILITIES
AND AUTHORITY: |
- Determine on an annual basis desired Board qualifications, expertise
and characteristics and conduct searches for potential Board members
with corresponding attributes.
- Review qualifications of and propose nominees for election to the
Board.
- Define and administer the process by which shareholder nominees for
election to the Board are considered and, where appropriate and in accordance
with applicable law, include one or more of such proposals in the Company's
proxy statement.
- Oversee and approve the description of the Company's nomination
process set forth in the Company's proxy statement.
- In performing its responsibilities, the Board shall have the authority
to obtain advice, reports or opinions from internal or external counsel
and expert advisors, including retention of a search firm to identify
director candidates.
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INTERNET
ACCESS:
This Charter shall
be available for public review via access through the Company's website. |
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