Charter for Nominating Committee
Bell Industries, Inc.
Charter for Nominating Committee
1. The purpose of the Nominating Committee (the "Committee") of the board of directors (the "Board") of Bell Industries, Inc. is (i) to identify individuals qualified to become Board members and recommend to the Board the nominees for election to the Board at the next Annual Meeting of Shareholder, (ii) to recommend Director nominees for each committee to the Board, and (iii) to identify individuals to fill any vacancies on the Board.
2. The Committee will consist of not fewer than three members each of whom shall be a Director who satisfies the independence requirements of the American Stock Exchange. One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed by the Board annually on the day of the Annual Meeting of Shareholders or on such other date as the Board shall determine. Members of the Committee may be removed or replaced by the Board.
3. The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, at least two times each year. Meetings of the Committee may be called as needed by the Committee Chairman or the Chairman of the Board. The Committee Chairman will preside, when present, at all meetings of the Committee. The Committee may meet in person or via teleconference and may take action by written consent. Minutes of each meeting will be maintained with the Corporate records.
4. The Committee shall perform the following functions:
• Review policies and make recommendations to the Board, as appropriate, concerning (a) the size
and composition of the Board, (b) the qualifications and criteria for election to the Board, and procedures
for shareholder nomination of candidates for the Board, and (c) the structure and composition of,
and membership on, Board committees.
• As appropriate, actively seek individuals qualified to become
Directors and recommend candidates for Board and Board committees.
• Following each Committee meeting, report at the next meeting of the full Board all significant
items discussed at the Committee meeting.
• Review the Nominating Committee Charter on at least an
annual basis and recommend changes to the Charter to the full Board as appropriate.
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 13, 2004.
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