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NEO SO unless otherwise specified with respect thereto, the acceptance of the resignation will not be necessary to make it effective. 7.18 Removal. A Director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority of the Directors in office. 7.19 Vacancies. Any vacancy occurring in the Board of Directors will be filled by the unanimous consent of the remaining Directors. A Director elected to fill a vacancy occurring in the Board of Directors will be elected for the unexpired term of his predecessor in office. SECTION 8 COMMITTEES 8.1 Committees. (a) Appointment. The Board of Directors may from time to time establish and appoint temporary or special Committees which in its discretion it deems necessary or desirable, which Committees will consist of no fewer than three Directors. The election or appointment of an officer for a given term, or a general provision in the Articles of Incorporation, Code of Regulations, or Bylaws with respect to term of office, will not be deemed to create contract rights. (b) Scope of Authoritv. The Committees may carry out any activities within the scope of the Corporation's authority in order to facilitate intergovernmental cooperation or coordination between Members or for any other lawful purpose. Any Committee may represent, or be formed for a purpose concerning, fewer than all Units of Govermnents participating in the Corporation. (c) Committee Action. Unless otherwise provided by the Board of Directors, a majority of the members of any Committee appointed by the Board of Directors under this Section 8 will constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the Committee. Action may be taken by any Committee without a meeting by a writing signed by all its members. Any Committee will prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and must keep a written record of all action taken by it. 8_2 Executive Committee. The Directors, in their discretion, inay create from their membership and define the powers and duties of an Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee will possess and may exercise all of the powers of the Board of Directors in the management and control of the business of the Corporation to the extent permitted by law. All action taken by the Executive Committee will be reported to the Board of Directors at its first meeting thereafter. -12- Noriheast Ohio Sourcing Office wwmneoso.org 5422 F1st 96th Si. Suite 150 p 1216.581.6200 ? Clcveland, OH 44125 f 1216.581.6213 ??.