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Human
Development
Foundation |
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HDF By-Laws ::
ARTICLE III - Meetings
of Trustees
SECTION 1. ANNUAL MEETING.
An annual meeting of the Trustees shall be held once each year for the purpose
of nominating Directors and for the transaction of any other business that may
come before the meeting. The meeting shall be held on any date that Chairperson
of the Board of Trustees may designate in advance pursuant to these bylaws.
SECTION 2. SPECIAL MEETING.
Special meetings of the Trustees may be called either by the Chairperson of
the Board of Trustees, or not less than a majority of the Trustees or Directors
having voting rights, for the purpose or purposes stated in the call of the
meeting.
SECTION 3. PLACE OF
MEETING. The Board of Trustees may designate any place as the place of meeting
for any annual meeting or for any special meeting called by the Board of Trustees
or Board of Directors. If no designation is made or if a special meeting is
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois.
SECTION 4. NOTICE OF
MEETINGS. Written notice stating the place, date, and hour of any meeting
of Trustees shall be delivered to each Trustee entitled to vote at such meeting
not less than 30 nor more than 60 days before the date of such meeting, or,
in the case of a removal of one or more directors, a merger, consolidation,
or dissolution, or a sale, lease, or exchange of assets, not less than 30 nor
more than 60 days before the date of the meeting. In case of a special meeting
or when required by statute or by these bylaws, the purpose for which the meeting
is called shall be stated in the notice. If mailed, the notice of a meeting
shall be deemed delivered when deposited in the United States mail addressed
to the member at his or her address as it appears on the records of the corporation,
with postage thereon prepaid. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
SECTION 5. INFORMAL
ACTION BY TRUSTEES. Any action required to be taken at a meeting of the
Trustees of the corporation, or any other action that may be taken at a meeting
of Trustees, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed either (a) by all the Trustees entitled
to vote with respect to the subject matter thereof, or (b) by the Trustees having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all members entitled to vote thereon
were present and voting. If such consent is signed by less than all of the members
entitled to vote, then such consent shall become effective only (a) if, at least
five days prior to the effective date of such consent, a notice in writing of
the proposed action is delivered to all of the members entitled to vote with
respect to the subject matter thereof, and (b) if, after the effective date
of such consent, prompt notice in writing of the taking of the corporate action
without a meeting is delivered to those Trustees entitled to vote who have not
consented in writing.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining the
Trustees entitled to notice of or to vote at any meeting of Trustees, or in
order to make a determination of Trustees for any other proper purpose, the
Board of Directors of the corporation may fix in advance a date as the record
date for any such determination of Trustees such date in any case to be no more
than 60 days and, for a meeting of Trustees, not less than 21 days, or in the
case of a merger, consolidation, or dissolution or a sale, lease, or exchange
of assets, not less than 60 days before the date of such meeting. If no record
date is fixed for the determination of Trustees entitled to notice of or to
vote at a meeting of Trustees, the date on which notice of the meeting is delivered
shall be the record date for such determination of members. When determination
of members entitled to vote at any meeting of Trustees has been made, such determination
shall apply to any adjournment of the meeting.
SECTION 7. QUORUM.
The holders of a majority of the votes that may be cast at a meeting of the
corporation, represented in person or by proxy, shall constitute a quorum for
consideration of such matter at any meeting of Trustees. If a quorum is present,
the affirmative vote of a majority of the votes represented at the meeting shall
be the act of the Trustees, unless the vote of a greater number or voting by
classes is required by the General Not For Profit Corporation Act, the articles
of incorporation, or these bylaws .
SECTION 8. PROXIES.
Each Trustee entitled to vote at a meeting of Trustees or to express consent
or dissent to corporate action in writing without a meeting may authorize another
person or persons to act for him or her by proxy, but no such proxy shall be
voted or acted on after 90 days from its date, unless the proxy provides for
a longer period.
SECTION 9. VOTING.
Each Trustee, regardless of class, shall be entitled to one vote in each matter
submitted to vote at a meeting of Trustees. Each Trustee may vote either in
person or by proxy as provided in SECTION 8 hereof.
SECTION 10. INSPECTORS.
At any meeting of Trustees, the chair of the meeting may, or upon the request
of any member shall, appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain
and report the number of votes represented at the meeting, based on their determination
of the validity and effect of proxies; count all votes and report the results;
and do such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the Trustees.
Each report of an inspector
shall be in writing and signed by him or her or by a majority of them if there
be more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of votes represented at
the meeting and the results of the voting shall be prima facie evidence thereof.
SECTION 11. VOTING BY BALLOT. Voting on any question or in any election
may be by voice unless the chair of the meeting shall order or any Trustee shall
demand that voting be by ballot.
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Date/Time Last Modified: 6/17/2002 4:28:45 PM
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