Nominating & Governance Committee Charter

The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of GeoVax Labs, Inc. (the “Company”) shall assist the Board in fulfilling its responsibilities of: (i) identifying individuals qualified to become directors and committee members; (ii) recommending director nominees to the Board; (iii) developing and recommending approval of policies relating to, and generally overseeing matters of, corporate governance; and (iv) leading the Board in its annual review of the Board and its committees.

The Committee shall be comprised of a minimum of three (3) directors. Each member of the Committee must be an “independent director” as that term is defined in (i) Rule 5605(a)(2) of The NASDAQ Stock Market LLC (“NASDAQ”), (ii) Section 830A of the NYSE Amex, LLC's Company Guide, or (iii) the requirements of such other exchange on which the Company's securities are listed.

The Board will appoint the members of the Committee annually. The members will serve until their successors are appointed or until their earlier death, resignation, disqualification or removal. Each member of the Committee will serve at the pleasure of the Board and may be removed at any time with or without cause. Vacancies in the membership of the Committee by means of death, resignation, disqualification or removal shall be filled by a majority of the Board. The Board will designate the Chairperson of the Committee or, if the Board fails to do so, the members of the Committee will elect a Chairperson by majority vote.

The Committee shall meet when deemed necessary and desirable by the Committee or its Chairperson, and at least once per year. The Committee may also conduct meetings by telephone conference calls, so long as each member can communicate with the other members. The Committee shall keep minutes of its meetings and report them to the Board.

The authority and responsibilities of the Committee are as follows:
A.   The Committee shall periodically evaluate, and, when appropriate, make recommendations to the Board concerning the criteria for membership, the size and composition of the Board and its committees and the chairpersonship of the Board and its committees.
B.   Nominees for openings on the Board shall be reviewed, screened and, if appropriate, recommended by the Committee to the Board for further consideration.
C.   The Committee shall review and evaluate suggestions concerning potential candidates for election to the Board, including self-nominations and nominations from shareholders and other third parties.
D.   The Committee shall recommend to the Board individuals to fill any vacancy that may occur from time to time on the Board and shall recommend to the Board the slate of nominees to be proposed for election to the Board at each annual meeting of shareholders.
E.   The Committee shall be responsible for administering the Company’s education requirements for new and existing directors.
F.   The Committee shall monitor and make recommendations to the Board regarding corporate governance matters.
G.   The Committee shall annually review the performance of the Board and its committees, and report its findings to the Board, including recommendations as needed.
H.   The Committee shall be responsible for overseeing the Company’s overall ethics and business conduct, including the Company’s Code of Ethics and management’s compliance with the Code of Ethics. The Committee shall review the Code of Ethics on an annual basis and recommend amendments as needed to the Board.
I.   The Committee shall periodically assess the adequacy of the Company’s directors and officers liability insurance coverage.
J.   The Committee, in conjunction with the CEO, is responsible for establishing and conducting orientation programs for new directors. Such orientation programs, which shall be evaluated periodically and revised as appropriate, shall be designed to familiarize new directors with the Company’s businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities.
K.   The Committee shall periodically consider: (i) whether to require all non-employee directors to own and hold a specific monetary amount or number of shares of the Company’s common stock while serving as a director of the Company, and (ii) if such ownership levels are imposed, the amount of time that such directors or new non-employee directors would be given to acquire such ownership.
L.   The Committee shall review all charitable contributions made by the Company at least annually.
M.   The Chairperson of the Board and the CEO shall consult with the Chairperson of the Committee in the scheduling of Board meetings and the setting of meeting agendas.
N.   The Committee shall have authority, without further approval from the Board, to utilize reasonable amounts of time of the Company’s personnel and have the authority to retain independent consultants, outside legal counsel, outside accountants, and other advisors as it may deem appropriate to assist and advise it in connection with its responsibilities and to approve related fees and engagement terms.
O.   The Committee shall annually review its performance and report the results to the Board.