Nominating Charter

ITEX Corporation
Nominating and Governance Committee Charter
Effective May 2, 2014

Purpose

The primary purposes and responsibilities of the Committee are to:

  • identify and recommend for the Board’s selection individuals qualified to serve on the Company’s Board of Directors (consistent with any criteria that the Board may have established) for election by stockholders at each annual meeting of stockholders;
  • to fill vacancies on the Board of Directors;
  • consider shareholder recommendations for Board positions, if such recommendations are received;
  • develop, recommend to the Board, and assess corporate governance policies for the Company; and
  • oversee the evaluation of the Board.

Committee Membership

The Committee shall be comprised of at least two (2) directors. If composed of only two (2) members, at least one member shall meet the independence requirements of the NASDAQ listing standards, as they may be amended from time to time. If composed of three (3) or more members, a majority of the members shall meet the independence requirements of the NASDAQ listing standards. The members of the Committee shall be appointed and may be replaced by the Board. Committee members will serve for such terms as the Board may fix, and in any case at the Board’s will, whether or not a specific term is fixed.

Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities.

Committee Authority and Responsibilities

Qualifications of directors.

The Committee will periodically meet to assess, develop and communicate with the full board concerning the appropriate criteria for nominating and appointing directors, including:

  • The Board’s size and composition;
  • Corporate governance policies;
  • Applicable listing standards and laws;
  • Individual director performance, expertise, experience, qualifications, attributes, skills and willingness to serve actively;
  • The number of other public and private company boards on which a director candidate serves;
  • Consideration of director nominees proposed or recommended by stockholders and related policies and procedures; and
  • Other appropriate factors.

Director nominees and vacancies. The Committee will recommend to the Board the individuals to be nominated for nomination as directors at each annual meeting of stockholders and to fill vacancies on the board of directors, subject to legal rights, if any, of third parties to nominate or appoint directors.

Committee appointments. If and when requested periodically by the Board, the Committee will identify and recommend to the Board the appointees to be selected by the Board for service on the committees of the Board.

Governance policies. The Committee will develop, assess and make recommendations to the Board concerning appropriate corporate governance policies. The Committee shall have oversight over the Company’s corporate governance guidelines and policies governing the Board as they relate to matters concerning the selection of individuals to serve on the board.

Other functions. The Committee may perform any other activities consistent with this charter, the Company’s corporate governance documents and applicable listing standards, laws and regulations as the Committee or the Board considers appropriate and report to the Board the major items covered by the Committee at its meetings.

Reliance on others. Nothing in this charter is intended to preclude or impair the protection provided in Chapter 78 of the Nevada Revised Statutes for good faith reliance by members of the Committee on reports or other information provided by others.