The Committee will consist of two or more members. The members of the Committee may be replaced by the Board at any time. The Committee meets at least once a year, and otherwise as frequently as the Committee members deem necessary. The Committee's chairperson will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting. Members of the Committee may participate in meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation will constitute presence in person at such meeting.
A quorum of the Committee consists of a majority of its members. All recommendations of the Committee must be approved by a majority vote of the members present, unless there are only two members present, in which case such actions require a unanimous vote. The Committee will annually review its own performance and the adequacy of this Charter.