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10 <br /> Adopted by the UNRBA Board of Directors Feb. 16,2011 <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 a non-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 recommend 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, appoint or 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. Special 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 /> The Board of Directors may also establish one or more subcommittees of any special committee <br /> as necessary to further the goals of the Association. The Board of Directors may delegate the selection of <br /> subcommittee or special committee members to any such subcommittee or to the chairperson of a <br /> special committee. <br /> 8.6. Special Committee Programs and Reports. Upon request of the Board of Directors, each <br /> special committee shall submit to the Board of Directors following the annual meeting its program and <br /> 6 <br />