Audit/Nominating Committee Clause Samples

Audit/Nominating Committee. The Board of Directors shall establish one committee comprised solely of Outside Directors and shall designate a Chairman thereof. Such committee shall consist of at least five members and shall have responsibility for recommending the selection of independent certified public accountants, reviewing the Corporation's financial condition, the scope and results of the independent audit and any internal audit, nominating candidates for director for election by shareholders, and evaluating the performance of officers deemed to be principal officers of the Corporation, recommending to the Board of Directors the selection and compensation of such principal officers and recommending to the Board of Directors any plan to issue options to the Corporation's officers and directors for the purchase of shares of stock, pursuant to Section 1207 of the New York Insurance Law. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified regular member at any meeting of the committee. In the event a vacancy occurs in the membership of a committee between meetings of the Board of Directors, the Chairman is authorized and empowered to appoint a member of the Board of Directors as a successor member of the committee to serve until the next regular or special meeting of the Board of Directors.