SECTION 8. Action Without a Meeting. Any action required or permitted to be taken bythe board of directors at a meeting may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the directors.SECTION 9. Resignation. Any director may resign at any time by sending a writtennotice of such resignation to the home office of the Corporation addressed to the chairman of theboard or the president. Unless otherwise specified therein such resignation shall take effect uponreceipt thereof by the chairman of the board or the president.SECTION 10. Vacancies. Vacancies occuring in the board of directors shall be filledin accordance with the provisions of the Corporation’s Articles of Incorporation. A directorelected to fill a vacancy shall be elected to serve until the annual meeting of stockholders atwhich the term of the class to which the director has been chosen expires.SECTION 11. Presumption of Assent. Unless Ohio law provides otherwise, a director ofthe Corporation who is present at a meeting of the board of directors at which action on anyCorporation matter is taken shall be presumed to have assented to the action taken unless (i) heobjects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting ortransacting business at the meeting; (ii) his dissent or abstention from the action taken isentered in the minutes of the meeting; or (iii) he delivers written notice of his dissent orabstention to the presiding officer of the meeting before its adjournment or to the Corporationimmediately after adjournment of the meeting. The right of dissent or abstention is not availableto a director who votes in favor of the action taken.SECTION 12. Compensation. The board of directors may, by resolution, from time totime establish the compensation to be paid to directors for their service as such. Members ofeither standing or special committees may be allowed such compensation for actual attendance atcommittee meetings as the board of directors may determine.**ARTICLE II****Committees of the Board of Directors**The board of directors may, by resolution passed by a majority of the whole board, designateone or more committees, as they may determine to be necessary or appropriate for the conduct of thebusiness of the Corporation, and may prescribe the duties, constitution and procedures thereof.Each committee shall consist of not less than three directors of the Corporation. The board maydesignate not less than three directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.The board of directors shall have power, by the affirmative vote of a majority of the numberof directors fixed by Article I, Section 2, at any time to change the members of, to fill vacanciesin, and to discharge any committee of the board. Any member of any such committee may resign atany time by giving notice to the Corporation; provided, however, that notice to the board, thechairman of the board, the chief executive officer, the chairman of such committee, or thesecretary shall be deemed to constitute notice to the Corporation. Such resignation shall takeeffect upon receipt of such notice or at any later time specified therein; and, unless otherwisespecified therein, acceptance of such resignation shall not be necessary to make it effective. Anymember of any such committee may be removed at any time, either with or without cause, by theaffirmative vote of a majority of the authorized number of directors at any meeting of the boardcalled for that purpose.
 
 

 
**ARTICLE III**