ex3-5.htm

Duties of the Lead Independent Director. The Chairman of the Board of Directors, or if the Chairman is not an independent director, one of the independent directors, may who has served as a director of the corporation for at least one year, shall be designated by the independent directors of the Board of Directors as the lead independent director to serve until replaced by the independent directors of the Board of Directors (“Lead Independent Director”). The Lead Independent Director will, with the Chairman of the Board of Directors, establish approve the agenda for regular Board meetings and; serve as chairman of Board of Directors meetings in the absence of the Chairman of the Board of Directors; establish and approve the agenda for meetings of the independent directors; approve Board meeting schedules to assure there is sufficient time for discussion of all agenda items; approve information sent to the Board of Directors; coordinate with the committee chairs regarding meeting agendas and informational requirements; have authority to call meetings of the independent directors; preside over meetings of the independent directors; preside over any portions of Board meetings of the Board of Directors at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; preside over any portions of Board meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and serve as a liaison between the Chairman and the independent directors; coordinate the activities of the other independent directors; if requested by major stockholders of the corporation, ensure that he or she is available for consultation and direct communication with such stockholders; and perform such other duties as may be established or delegated by the independent directors from time to timethe Chairman of the Board of Directors.