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Corporate Governance and Nominating Committee Charter

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The Corporate Governance and Nominating Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Bioject Medical Technologies Inc. (the "Company").


The Committee shall consist of three or more directors. A person may serve on the Committee only if the Board determines that he or she is "independent" in accordance with the Nasdaq listing standards.


The purposes of the Committee are to develop and recommend to the Board a set of corporate governance principles applicable to the Company (the "Corporate Governance Guidelines"), identify individuals qualified to become Board members and recommend that the directors on the Board nominate the identified director nominees for election, subject to any legal or contractual commitments, and review the qualifications of directors eligible to become members of Board committees and recommend directors to the Board for appointment to Board committees.


The Committee is responsible for considering and making recommendations to the Board concerning the appropriate size, function and needs of the Board. This responsibility includes:


  • establishing the criteria for Board membership, which should cover diversity, experience, skill set and the ability to act on behalf of shareholders;
  • considering, recommending and recruiting candidates to fill positions on the Board;
  • conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates;
  • recommending the director nominees for approval by the Board and the shareholders;
  • reviewing and reporting to the Board on a periodic basis on matters of corporate governance; and
  • periodically reviewing and assessing the effectiveness of the Corporate Governance Guidelines, and recommending to the Board proposed revisions thereto.


The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, experts and consultants, as it deems appropriate. Communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.


The Committee shall meet as it deems necessary to fulfill its responsibilities. The Committee will cause to be kept adequate minutes of all of its proceedings, and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, any provision of the Bylaws of the Company, or the laws of the state of Oregon.


Shareholders may recommend individuals for consideration by the Corporate Governance and Nominating Committee to become nominees for election to the Board of Directors. Communications should be sent by overnight or certified mail, return receipt requested. Submissions must include sufficient biographical information concerning the recommended individual, including age, five-year employment history with employer names and a description of the employer's business, whether the individual can read and understand financial statements, and board memberships, if any, for the Corporate Governance and Nominating Committee to consider. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. Recommendations received by December 31st will be considered for nomination at the next Annual Meeting of Shareholders and for election if nominated by the Board and to serve if elected by the shareholders. Recommendations received by December 31st will be considered for nomination at the next Annual Meeting of Shareholders.

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