Duties and Appointment of Chaireman
The Chairman shall preside over all regular meetings of the Board (with input from the CEO to the extent not inappropriate) and set the agenda for Board meetings (subject to the right of each Board member to suggest the inclusion of items on any agenda). The Chairman shall also perform such other duties as specified in the Charter Documents or are otherwise assigned to him or her by the Board.The Chairman shall be appointed by a majority vote of the full Board based upon the recommendation by the Independent Directors meeting in executive session. The Chairman may be the CEO or another officer or employee of the Company, but must in any event be a Director.

Meetings
The Board expects to have four regularly scheduled meetings each year. Upon adequate notice, additional unscheduled meetings may be called throughout the year as the need arises. The Chairman shall consult with other Board members in determining the times and duration of the Board meetings. Actions may also be taken by written consent in accordance with the Charter Documents where necessary or appropriate.

Meeting Attendance
Directors are expected to attend meetings of the Board and of any committees on which they serve in person or by telephone. Directors also are expected to devote an adequate amount of time and effort to discharge properly their responsibilities.

Board Meeting Agenda
The Chairman shall establish the agenda for each Board meeting. Each Director shall be furnished with a copy of the agenda in advance of the Board meeting if possible, and if advance distribution is not possible, then the agenda shall be distributed at the Board meeting. Each Director may suggest the inclusion of agenda items. Each Director can bring up, at any Board meeting, subjects that are not on the agenda for that meeting.

Board Materials
All information relevant to the Board’s understanding of matters to be discussed at an upcoming Board meeting shall be prepared by the Chairman or management and distributed in writing or electronically to all members in advance, whenever feasible and appropriate. Directors are expected review these materials in advance of the meeting to facilitate the efficient use of meeting time. In preparing this information, efforts should be made to ensure that the materials distributed are as concise as possible, yet give Directors sufficient information to make informed decisions. A Director may request that the CEO or any other member of Management present to the Board specific information as it relates to the Company and its operations.

The Board acknowledges that certain items to be discussed at Board meetings may be of an extremely sensitive nature, and that the distribution of materials on these matters prior to Board meetings may not be appropriate.

Access to Employess
The Board shall be given access to all Company officers or employees in order to ensure that Directors can ask all questions and glean all information necessary to fulfill their duties. The Board may specify a protocol for making such inquiries. Management is encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board have a full understanding of matters being considered.

Non-Mangement Executive Session of Directors
The Non-Management Directors may, to the extent they believe necessary or appropriate, meet in executive session after each regularly scheduled Board meeting or more frequently. The term "Non-Management Director" means a Director who is not also a Management Director. The term "Management Director" means a Director who is a member of Management or is otherwise employed by the Company or any of its subsidiaries.