TIMBERLAND BANCORP, INC
NOMINATING COMMITTEE CHARTER
1. PURPOSE
The Nominating Committee (the "Committee") is appointed by the Board
of Directors (the "Board") of Timberland Bancorp, Inc. (the "Company"):
-
to assist the Board, on an annual basis, by identifying individuals
qualified to become Board members, and to nominate the director
nominees for the elections to be held at the next annual meeting
of the shareholders;
-
to assist the Board in filling any vacancy that may arise on the Board
by identifying individuals qualified to become Board members, and
to recommend to the Board qualified individuals to fill any such
vacancies; and
-
lead the Board in its periodic evaluation of the performance of
the Board.
II. COMPOSITION AND QUALIFICATIONS
The Committee shall be comprised of three (3) or more directors as determined
by the Board, all of whom shall be independent non-executive directors, who
are not employees of the Company, its subsidiaries or affiliates, and meet the
"independent" definition of the NASD (Rule 4200). Members of the Committee
shall be appointed and removed only by the Board. The Board shall appoint
one member of the Committee as its Chair. A majority of the members of the
Committee present at any of its meetings shall consist a quorum.
III. MEETINGS
The Committee shall meet at least once annually, and at such other times as
it deems necessary to fufill its responsibilities and duties set forth in the Charter.
IV. RESPONSIBILITIES AND DUTIES
The Committee shall have the primary responsibility to develop the criteria for
the selection of new directors to the Board, including, but not limited to skills,
experience, diversity, age, time availability, and such other criteria set forth in
corporate policies as the Committee shall determine to be relevant at the time.
The Committee shall have the authority to apply such criteria in connection
with the identification of individuals to be Board members, as well as to apply
all applicable federal laws and the underlying purpose and intent thereof in
connection with such identification process.
The Committee will establish, or identify and provide access to, appropriate
orientation programs, sessions, or materials for newly elected directors of
the Company for their benefit either prior to, or within a reasonable period
of time after their nomination or election as a director.
The Committee will provide a report of the Company's nomination process,
activities, and resulting nominations in connection with the proxy materials
associated with the Company's annual meeting of shareholders.
The Commitee shall annually review its own performance, as well as the
adequacy of this Charter and related corporate policies. Any proposed
changes shall be recommended to the Board for approval.
Minutes of each meeting will be provided to the Board of Directors on a
timely basis. In addition, the Commitee will make, from time to time,
special presentations to the Board of Directors on topics related to
Committee activities and responsibilities.
V. AUTHORITY
The Committee has the authority to implement the provisions of this Charter.
Furthermore, the Committee shall have the authority to retain any outside
advisors at the Company's expense, as the Committee may deem appropriate
in its sole discretion, to assist it in carrying out its responsibilities and duties.