| COMMUNITY BANK OF ORANGE, NATIONAL CHARTER OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
I. Purpose
The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Community Bank of Orange, National Association, shall act on behalf of the Board in the best interests of the Bank and its shareholders with regard to (i) the selection of director nominees, including for the next annual meeting of shareholders, and (ii) providing guidance on the oversight of board and corporate governance issues, including recommending to the Board corporate governance guidelines applicable to the Bank.
II. Composition; Meetings and Procedures
Members of the Committee are appointed by and serve at the pleasure of the Board of Directors. A minimum of five (5) members shall serve on the Committee. The Board of Directors shall appoint the Committee Chair. Members of the Committee shall meet the independence requirements of the New York Stock Exchange.
The Committee shall meet at least two (2) times annually, or more frequently as deemed necessary. The Committee Chair or a majority of its members may call a meeting of the Committee in addition to any regularly scheduled meeting. The Committee shall maintain minutes of its meetings and periodically report to the Board on significant actions it has taken.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, search firms used to identify director candidates and other outside advisors, such as external attorneys, to provide independent advice to the Committee.
III. Responsibilities and Duties
The Committee shall:
- Recommend persons to be nominated by the Board for election as directors of the Bank, in advance of the annual shareholders’ meeting each year. Consider properly submitted proposals by shareholders concerning qualified candidates for directorship.
- Establish, and periodically re-evaluate for effectiveness, a policy by which shareholders may recommend director candidates, including procedures to be followed in submitting any such recommendations.
- Nominate a candidate for election to the Board in the event any vacancy may occur in the interval between shareholders’ meetings.
- Establish and periodically re-evaluate criteria for Board membership and selection of new directors; and determine as necessary the portfolio of skills, experience, willingness to make the required time commitment, perspective and background required for the effective functioning of the Board.
- Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board.
- Have sole authority to retain and terminate any search firm to be used to identify director candidates, including the authority to approve the search firm’s fees and other retention terms.
- Evaluate the composition, size, structure and practices of the Board on a periodic basis.
- Determine, acting through the Committee Chair, the effect of a director’s change in circumstances and, if appropriate, recommend to the Board whether to accept a tendered resignation from such director or recommend his or her removal, if appropriate.
- Monitor the orientation and training needs of directors and recommend action to the Board, individual directors and management, where appropriate.
- Annually review and, if appropriate, recommend changes to the Bylaws or to the Bank’s corporate governance guidelines to ensure effective corporate governance.
- Review and reassess this Charter on a periodic basis, or at least once every three years, and submit any recommended changes to the Board for its consideration.
- Perform any other activities consistent with this Charter, the Bank’s Bylaws or governing law as the Board shall specifically delegate to the Committee.
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Middletown, New York 10941
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