**Exhibit 3.8**

 

**NOMINATING/CORPORATEGOVERNANCE COMMITTEE CHARTER**

** **

**Adoptedby the Board of Directors ofDTS, Inc.February 23, 2006**

** **

# **I.**              Purpose

# ** **

Thepurpose of the Nominating/Corporate Governance Committee (the “Committee”) ofthe Board of Directors (the “Board”) of DTS, Inc. (the “Company”) is toidentify and approve individuals qualified to serve as members of the Board,select director nominees for the next annual meeting of stockholders, evaluatethe Board’s performance, develop and recommend to the Board corporategovernance guidelines and provide oversight with respect to corporategovernance and ethical conduct.

 

# **II.**            Composition

# ** **

TheCommittee shall be composed of no less than three directors, as determined bythe Board, each of whom shall meet the independence requirements of the NasdaqNational Stock Market.

 

# **III.**           Responsibilities

# ** **

TheCommittee is charged by the Board with the responsibility to:

 

### 1.             Identify individuals qualified to serveas members of the Board and approve all candidates for director to be nominatedfor election by the stockholders or to be elected by the Board.

###  

### 2.             Recommend to the Board directors forappointment to its committees and, as appropriate, recommend removal ofdirectors from Board committees.

###  

### 3.             Recommend to the Board policies on Boardcomposition and criteria for Board membership and continuation on the Board.

###  

### 4.             Cause to be prepared and recommend to the Board the adoption of corporate governance guidelines andperiodically review and recommend changes to the corporate governanceguidelines as appropriate.

###  

### 5.             Cause to be prepared and recommend tothe Board theadoption of a code of ethics and business conduct and periodically review andrecommend changes to the code of ethics and business conduct as appropriate.

###  

### 6.             Review periodically the compliance with and enforcement of thecorporate governance guidelines and code of ethics and business conduct by theCompany’s senior executives.

 

----

 

### 7.             Recommend to the Board as appropriate and oversee the conduct of anyinternal investigations of the conduct of senior executives of the Companyother than an investigation commenced by the Audit Committee within the scopeof the Audit Committee’s responsibilities.

###  

### 8.             Either conduct or oversee and administeran annual evaluation of the performance of the Board and discuss the evaluationwith the full Board.

###  

### 9.             Provide minutes of Committee meetings tothe Board, and report to the Board on any significant matters arising from theCommittee’s work.

###  

### 10.           At least annually, review and reassessthis Charter and, if appropriate, recommend proposed changes to the Board.

###  

### 11.           Make recommendations to the Boardregarding issues of management succession.

###  

# **IV.**           Authority

# ** **

Byadopting this Charter, the board of directors delegates to the Committee fullauthority to:

 

### 1.             Perform each of the responsibilities of theNominating Committee described above.

###  

### 2.             Appoint a chair of the Committee, unlessa chair is designated by the Board.

###  

### 3.             Engage and terminate search firms, independentcounsel and other advisers as the Committee determines necessary to carry outits responsibilities, and approve the fees and other retention terms of suchsearch firms, independent counsel and other advisers. Compensation paid to suchparties and related expenses will be borne by the Company and the Company willmake appropriate funding available to the Committee for such purposes.

###  

### 4.             Obtain advice and assistance frominternal legal or other advisors.

 

2

----