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9 <br />January 27, 2011 draft <br />which the Director is prohibited from voting under G.S. 14-234. <br />7.9. Telephonic Meetings. The Board of Directors may permit any or all Directors to participate <br />in a regular or special meeting by, or conduct the meeting through the use of, any means of <br />communication by which all directors participating may simultaneously hear each other during the <br />meeting in accordance with Article 33C, Chapter 143 of the North Carolina General Statutes. <br />7.10. Compensation. No director shall be entitled to any compensation for his services as a <br />Director; provided, however, that a Director may be reimbursed for expenses incurred by him in <br />performing services requested by the Board of Directors. <br />7.11. Removal: Vacancies. Any Director may be removed from office at any time, with or <br />without cause, by the Member that appointed said Director.. if a Member's membership interest is <br />terminated pursuant to §9.7 of these Bylaws, then such termination 'shall also serve to remove any <br />Director appointed by said Member from the Board of Directors. <br />ARTICLE VIII- COMMITTEES <br />8.1. Board Committees. To assist the Board in its management, the Board may appoint Board <br />committees and assign Directors thereto from among the Directors and shall designate the chairperson <br />and vice chairperson of such committees from among such Directors. The Board may also appoint ex <br />officio directors and non-directors to serve on Board Committees in anon-voting capacity. <br />8.2. Authority of Board Committees. To the extent specified by the Board of Directors, each <br />Board committee may exercise the authority of the Board_of Directors, except that a Board committee <br />may not: (i) approve or reconunend to Members ..action that is required by law to be approved by <br />Members; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend or restate <br />the Articles; (iv) adopt, amend, or repeal these Bylaws; (v) adopt a plan of merger or consolidation with <br />another corporation; (vi) elect, appointor remove any member of any such committee or any Director or <br />Officer of the Association; or (vii) take any other action prohibited by the Nonprofit Act. The creation <br />of, delegation of authority to, or action by a Board committee does not alone constitute compliance by a <br />Director with the standards of conduct required of a Director. <br />8.3. Tenure. Board committee members shall serve for one-year terms and may be reappointed <br />without limitation. <br />8.4. Oversight. The Board of Directors shall ensure that Board committees perform in <br />accordance with the basic goals. of the Association and any specific goals and objectives approved by the <br />Board of Directors for each Board committee, and shall oversee Board committee utilization of <br />resources. <br />8.5. ~ecial Committees. In addition to Board committees, the Board of Directors, in its <br />judgment, may create such special committees as will facilitate the efforts of the Association in <br />achieving its basic goals. The Board of Directors shall appoint the members of such special committees <br />from among representatives of the Members or outside agencies and shall designate a chairperson and <br />vice chairperson of each such special committee. <br />{A0076878. DOC}{A0076878. DOC}{6 <br />