NOMINATING COMMITTEE CHARTER

(NCC) 

Purpose

The purpose of the Nominating Committee, hereinafter referred to as the “Committee” of the Board of Directors, hereinafter referred to as the “Board” of Northern Ethanol, Inc., hereinafter referred to as the “Company” shall be to identify and to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board and to advise the Board with respect to the Board composition.

Section 1

1. Committee Membership

1. The Committee shall consist of no fewer than three members. Prior to and immediately following the listing of the Company’s common stock on the NASDAQ OTC Bulletin Board, at least one of the members shall meet the independence requirements of the NASDAQ Marketplace Rules.  A majority of the members of the Committee shall meet those independence standards within 90 days of the listing and within one year of the listing, the Committee shall be fully independent.

1. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

1. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

Section 2

1. Meetings of the Committee

1. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than once annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

1. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

3. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided furtherthat the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

4. The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

Back to Top

Section 3

1.  Committee Authority and Responsibilities

1. Identify, recruit and interview candidates to fill positions on the Board, including persons suggested by stockholders or others.

2. The Committee may, if it deems appropriate, establish (a) a policy with regard to the consideration of any director candidates recommended by stockholders and/or (b) procedures to be followed by stockholders in submitting recommendations for Board candidates.

3. Review the background and qualifications of individuals being considered as director candidates. Among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
4. Recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the Bylaws of the Company, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time.

5. Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.

1. Review annually with the Board the composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by NASDAQ.

7. Review periodically the size of the Board and to recommend to the Board any appropriate changes.

8. Make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.

Back to Top

Section 4

1. Evaluation of the Committee

1. The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate.

2. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

3. The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.

Section 5

1. Investigations and studies; outside advisers

1. The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.

Back to Top