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This excerpt taken from the AN DEF 14A filed Apr 28, 2006. BOARD
MEETINGS
Frequency
of Board Meetings
The Board shall meet at least five times per fiscal year in
accordance with a meeting schedule that is approved by the
Board. The Board may also meet at such other times in meetings
called in accordance with the Company’s bylaws.
Selection
of Agenda
The agenda for each Board meeting shall be determined by the
Chairman and distributed in advance of the meeting to each
Director. Each Director is encouraged to suggest agenda items.
Board
Materials
Information and data are important to the Board’s
understanding of the Company’s business and essential to
prepare Board members for productive meetings. Presentation
materials relevant to each meeting should generally be
distributed in writing to the Board in advance of the meeting
unless doing so is not practicable or would compromise the
confidentiality of competitive information. In the event of a
pressing need for the Board to meet on short notice, it is
recognized that written materials may not be available in
advance of the meeting. Management will make every effort to
provide presentation materials that are brief and to the point,
yet communicate the essential information.
Meeting
Attendance
A Director is expected to spend the time and effort necessary to
properly discharge such Director’s responsibilities.
Accordingly, a Director is expected to regularly attend meetings
of the Board and committees on which such Director sits and the
Company’s Annual Meeting of Shareholders, with the
understanding that on occasion a Director may be unable to
attend a meeting. A Director who is unable to attend a Board or
committee meeting or an Annual Meeting of Shareholders is
expected to notify the Chairman of the Board or the chair of the
appropriate committee in advance of such meeting.
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