Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing a nominating and corporate governance committee and adopting the committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence and appointing a chairman. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.