This excerpt taken from the PTEK DEF 14A filed Apr 6, 2006.
Nominating and Governance Committee
The Nominating and Governance Committee operates under a written charter adopted in July 2005. The Nominating and Governance Committee is appointed by the Board to: (i) assist the Board in identifying individuals qualified to become Board members; (ii) recommend to the Board the director nominees for the next annual meeting of shareholders; and (iii) develop and recommend to the Board a set of Corporate Governance Guidelines applicable to us. The current members of the Nominating and Governance Committee are Messrs. Berman, Lomax and Crawford. Mr. Berman serves as chairman of the Nominating and Governance Committee. Neither of Messrs. Berman and Lomax are employees of PokerTek and each is independent under existing Nasdaq listing standards. Mr. Crawford, although he is an employee of PokerTek and does not satisfy the independence criteria set forth in the applicable Nasdaq listing standards, is eligible to serve on the Nominating and Governance Committee until October 13, 2006 pursuant to an exception to the independence requirements that is available for one year from the date that our shares were listed on the Nasdaq National Market. The Nominating and Governance Committee will consider written nominations of candidates for election to the Board properly submitted by shareholders. For information regarding shareholder nominations to the Board, see Procedures for Director Nominations and Proposals for 2007 Annual Meeting, below.