This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
Changes in Job Responsibilities of Directors
The Board does not believe that Directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the Nominating Subcommittee, to review the continued appropriateness of Board membership under these circumstances and the affected Director shall offer his or her resignation to the Board. The Nominating Subcommittee shall review the change in job responsibilities and make its recommendation for action, if any, to the Board.