SECURITY FEDERAL CORPORATION
Nominating Committee Charter
The Nominating Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Security Federal Corporation (the “Company”):
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 constitute a quorum.
The Committee shall meet at least once annually, and at such other times as it deems necessary to fulfill its responsibilities and duties set forth in this 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 or 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.
In addition, the Committee is responsible for establishing and administering the necessary processes associated with nominating potential directors, including, but not limited to, applications, screening, and interviewing prospective candidates; and finalizing its slate of candidates for recommendation to the Board. These processes will apply to the filling of vacancies that may occur on the Board from time to time, and the election of directors at the annual meeting of shareholders.
The Committee is also responsible for the development and administration of the internal evaluation of the Board’s performance and any related individual Board member performance. Such evaluations shall be used by the Committee in carrying out its nominating responsibilities.
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.
Date Approved: May 20, 2004