Human Development Foundation

:: HDF By-Laws ::

ARTICLE XV - Conflicts of Interest

SECTION 1. Directors, officers, trustees, and members shall disclose any interest that they may have which may conflict with those of the corporation to the President, to the Chairperson or Co-Chairperson of the Board of Directors, or to the Treasurer, and they shall not promote or become a party, directly or indirectly, to any business transaction with the corporation which may result in private pecuniary gain or inurement to that director, officer, trustee, or member.

SECTION 2. If a transaction was fair to the corporation at the time it is authorized, approved, or ratified, the fact that a director, officer, trustee, or member of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

SECTION 3. In a proceeding contesting the validity of a transaction described in Section 2 of this Article, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and that person's interest or relationship were disclosed or known to the Board of Directors and the board or committee authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors even though the disinterested directors were less than a quorum. If the transaction was unfair to the corporation, and party's interest or relationship to the transaction was not disclosed, the Directors shall seek compensation from the interested party, through legal action if necessary, for any loss incurred by the corporation and/or any pecuniary gain realized by the interested party.

SECTION 4. The presence of a director, officer, trustee, or member who is directly or indirectly a party to the transaction described in Section 1 of this Article or any such party who is otherwise not disinterested may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or a committee then takes action on the transaction.

SECTION 5. For purposes of this Article, a director is "indirectly" a party to a transaction if the other party to the transaction is an entirety in which the director has a material financial interest or of which the director is an officer, director, or general partner.

ARTICLE XVI - Amendments

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws. Such action may be taken at a regular or special meetings for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The procedure for amendment of the Bylaws shall be as follows. Any Director or Trustee may propose an Amendment by a written motion to the Chairperson or the Co-Chairperson of the Board of Directors containing the proposed amendment. Copies of said written motion shall be mailed to all Directors and Trustees at least sixty days in advance of the next regular or special meeting of the Board of Directors, wherein the proposed amendment(s) shall be discussed. The proposed amendment(s) shall be voted upon in a subsequent regular or special meeting of the Board, to be held at least sixty days following the meeting in which the proposed amendment(s) is first discussed, and a favorable vote of at least two-thirds of the number of Directors currently holding office shall be required for adoption of the proposed amendment.

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Date/Time Last Modified: 6/17/2002 4:28:39 PM

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