This excerpt taken from the RSTO DEF 14A filed Jun 4, 2007.
II. Committee Membership
Committee members shall be elected by the Board, based on the recommendation of the Nominating Committee, at an annual or special meeting of the Board of Directors and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Committee members may be removed at any time by vote of the Board.
The Committee shall consist of no fewer than two members. Each member of the Committee shall meet the independence requirements of NASDAQ, the definition of a Non-employee Director under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, for outside directors, and any other regulatory requirements.