TSR, INC. NOMINATING Committee Charter

Purpose

The Nominating Committee shall assist the Board of Directors (the “Board”) by identifying individuals qualified to become Board members and approving nominees to stand for election at the annual meetings of the Company’s stockholders. 

Committee Membership

The Committee shall consist of no fewer than three members.  Each member of the Committee shall (a) be a director of the Company and (b) meet the independence requirements established by NASDAQ or, with the approval of the Board, satisfy one or more of the exceptions permitted by NASDAQ.

The members of the Committee shall be appointed and replaced by the Board.  The Board shall designate one member of the Committee to serve as the Committee’s Chairperson. 

Committee Rules of Procedure

The Committee shall meet at least annually, or more frequently as circumstances dictate.  Special meetings may be convened as the Committee deems necessary or appropriate.

A majority of the members of the Committee shall constitute a quorum to transact business.  Members of the Committee may participate in a meeting of the Committee by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Except in extraordinary circumstances, as determined by the Chairperson of the Committee, notice shall be delivered to all Committee members at least 24 hours in advance of the scheduled meeting.  Minutes of each meeting will be kept and distributed to the entire Board. 

The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee.  Subject to the requirements of any applicable law, regulation or NASDAQ rule, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Committee.  Such written consent shall have the same force as a unanimous vote of the Nominating Committee.

Committee Authority and Responsibilities

Selection of Directors and Committee Members

Other Responsibilities