Additional Proxy 2...
DESCRIPTION OF DIRECTOR QUALIFICATIONS, NOMINATING PROCESS AND STOCKHOLDER NOMINATIONS..
Members of TelVue's Board of Directors should meet certain minimum qualifications including being at least 21 years old and possessing (1) the ability to read and understand corporate financial statements,(2) relevant business experience and professional skills,(3) high moral character and personal and professional integrity ,and (4) the willingness to commit sufficent time to attend to his or her duties and responsibilities as a director of a public corporation.In addition,the Board of Directors may consider a variety of other qualities and skills,including (i) expertise in the businesses in which TelVue and divisions may engage,(ii)the ability to exercise independent decision-making,(iii) the absence of conflicts of interest,(iv)diversity of gender ,ethnic background,and experience ,and(v) the ability to work effectively with other directors in collectively serving the long - term interests of all stockholders...Nominees must also meet ant applicable requirements of SEC regulations,state law, and TelVue's charter and bylaws..
The Board of Directors will annually assess qualifications,expertise , performance and willingness to serve of existing directors..If at this time or at any time during the year the Board of Directors determines a need to add a new director with specific qualifications or to fill a vacancy on the Board ,the Chairman of the Board will then initiate the search working with staff support and seeking input from from other directors and senior management ,considering nominees previously submitted by stockholders,and, if deemed necessary or appropriate,hiring a search firm..An initial slate of candidates satisfying the specific qualifications,if any,and otherwise qualifying for membership on the Board,will then be identifed and presented to the Board of Directors which will then prioritize the candidates and determine if any of the members of the Board or senior management have relationships with the preferred candidates and can initiate contacts ..If not ,contact would be initiated by a search firm..The Chairman, President and CEO and at least one member of the Board of Directors will interview the prospective candidate(s)..Evaluations and recommendations of the interviewers will be submitted to the Board of directors for final evaluation.The Board of Directors will meet to consider such recommendations and to approve the final candidate ,and will evaluate all nominees for director,including nominees recommended ,on the same basis..
The Board of Directors will consider director candidates recommended by TelVue's stockholders in accordance with the following procedures..Stockholders may take recommendations with regard to nominees for election to the Board of Directors at future annual meetings of stockholders by submitting in writing a notice,received by the Secretary of TelVue at least 60 days prior to the date on which TelVue first mailed its proxy materials for the prior year's annual meeting of stockholders ,or, if TelVue did not have an annual meeting of stockholders in the prior year ,90 days prior to the date of the annual meeting..Each notice of nomination must set forth (i) the name,age ,business address and ,if known ,residence address of each nominee,(ii) the principal occupation or employment of each such nominee,(iii) the number of shares of common stock of TelVue which are beneficially owned by each such nominee,(iv)the qualifications of such nominee for service on the Board of Directors(v) the name and residence address of the proposing stockholder(s),and (vi) the number of shares of common stock owned by proposing stockholder(s)..All nominees for director ,including nominees recommended by a stockholder,shall be evaluated on the same basis..
I guess , Joe is the best nominee for this..
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