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Human
Development
Foundation |
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HDF By-Laws ::
ARTICLE IV - Board of
Directors
SECTION 1. GENERAL POWERS.
The affairs of the corporation shall be managed by or under the direction of
its Board of Directors. The initial Board shall be composed of the three persons
designated in Article III of the Articles of Incorporation Within sixty days
of incorporation, the initial Board, by majority vote, shall create additional
Directorships and elect additional Directors to fill them, as described in Section
2 hereof. The Directors, by majority vote, shall select one of their members
to be Chairperson, and at the Board's discretion, another member to be Co-Chairperson
with equal powers and authority. Barring death, resignation, or dismissal for
cause, the initial Board, the Chairperson and Co-Chairperson shall hold their
positions for three years. If no President or Vice President has been appointed
by the Board or if vacancies exist in the offices of President and Vice President,
the Chairperson and the Co-Chairperson shall serve as Managing Directors with
equal responsibility for the day to day operations of the corporation. The Managing
Director, or Managing Directors shall in that event be the chief executive officer(s)
of the corporation, having all of the executive powers assigned by these Bylaws
to the President of the corporation. A majority of the Board of Directors may
establish reasonable compensation for the services of the Officers and Directors,
irrespective of any personal interest.
SECTION 2. NUMBER, TENURE,
AND QUALIFICATIONS. The initial number of Directors shall be three (3).
Within six months of the date of incorporation, the initial Directors shall
create at least six (6) additional but not more than eighteen (18) additional
Directorships, and they shall also elect an initial Board of Trustees as provided
herein. Thereafter, the total number of Directorships shall be at least nine
(9) but not more than twenty-one (21). The initial Board of Directors (including
all Directors elected within sixty days of the date incorporation) shall hold
office for a term of three (3) years, until his or her successors shall have
been elected and qualified; provided, however, that any Director may be removed
by a two-thirds vote of the Board of Directors; provided further, that the Board
of Directors, after the initial three-year terms have expired, may set the subsequent
term of any existing or newly-created Directorship at either one, two, or three
years, so that one-third of all Directorships [or as close to one-third as possible]
shall be subject to election in each calendar year. Directors need not be residents
of Illinois or members of the corporation. The number of Directorships may be
decreased to not fewer than three (3) or increased to any number from time to
time by amendment of this Section, unless the articles of incorporation provide
that a change in the number of directors shall be made only by amendment of
the articles of incorporation. In recognition of APPNA's contribution toward
the formation of the Corporation, the President, President-elect, and immediate
past President of APPNA shall be ex-officio members of the Board of Directors
with a right to vote on any matter coming before the Board. These ex-officio
members shall be counted in determining the current number of incumbent Directors
at any time.
SECTION 3. REGULAR MEETINGS.
A regular annual meeting of the board of directors shall be held without other
notice than these bylaws, immediately after, on the same date, and at the same
place as the annual meeting of Trustees. The Board of Directors may provide,
by resolution, the time and place for the holding of additional regular meetings
of the Board without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called by or at the request
of the president or any two directors. The person or persons authorized to call
special meetings of the board may fix any place as the place for holding any
special meeting of the board called by them.
SECTION 5. NOTICE.
Notice of any special meeting of the board of directors shall be given at least
10 days previous thereto by written notice to each director at his or her address
as shown by the records of the corporation except that no special meeting of
directors may remove a director unless written notice of the proposed removal
is delivered to all directors at least 20 days prior to such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail in a sealed envelope so addressed, with postage thereon prepaid. If notice
is given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegram company. Notice of any special meeting of the board
of directors may be waived in writing signed by the person or persons entitled
to the notice either before or after the time of the meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such meeting,
except when a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board need be specified in the notice or waiver
of notice of such meeting, unless specifically required by law or by these bylaws.
SECTION 6. QUORUM. A
majority of the Board of Directors shall constitute a quorum for the transaction
of business at any meeting of the board of directors, provided that if less
than a majority of the directors are present at said meeting, a majority of
the directors present may adjourn the meeting to another time without further
notice.
SECTION 7. MANNER OF
ACTING. The act of a majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors, unless the act
of a greater number is required by statute, these bylaws, or the articles of
incorporation. No director may act by proxy on any matter.
SECTION 8. VACANCIES
AND ELECTIONS. Any vacancy occurring in any existing or newly-created Directorship
shall be filled by the Board of Directors unless the articles of incorporation,
a statute, or these bylaws provide that a vacancy or a directorship so created
shall be filled in some other manner, in which case such provision shall control.
A director elected to fill a vacancy shall be elected for the unexpired term
of his or her predecessor in office. The election of Directors shall take place
as follows. Whenever an existing Directorship becomes vacant, and said Directorship
is not eliminated within sixty (60) days by majority vote of the remaining Directors,
or whenever the Board of Directors creates a new Directorship, the Secretary
of the Corporation shall give each Director and Trustee written notice thereof
and each shall have the opportunity to submit a written nomination for each
vacancy to the Secretary of the Corporation within sixty days. The Board of
Directors may appoint a nomination and election committee to evaluate the nominated
candidates and prepare a recommendation for consideration of the Board. Upon
the expiration of said sixty days, the Secretary shall prepare a ballot of nominees
and the Directors shall vote for nominees therein listed, each Director having
one vote per nominee times the number of vacancies. Said votes may be divided
among several nominees or given to one nominee. The nominees receiving the most
votes shall become Directors for the remaining term of each vacant Directorship.
The Board of Trustees shall ratify each election by majority vote within ninety
(90) days of said election. If any motion to ratify said election shall fail,
a new election shall be held within sixty (60) days.. Whenever the Board of
Directors creates a new Directorship, it shall assign an initial term of years
to that Directorship consistent with these Bylaws. If the vacancy occurs within
three months prior to the date of the regular annual meeting of Directors, the
election shall be held at the regular annual meeting; otherwise, the election
shall be held at a special meeting called for that purpose, or by informal action
of all of the Directors entitled to vote.
SECTION 9. RESIGNATION
AND REMOVAL OF DIRECTORS. A Director may resign at any time upon written
notice to the Board of Directors. A Director may be removed with or without
cause, as specified by statute, the articles of incorporation, or these bylaws.
SECTION 10. INFORMAL
ACTION BY DIRECTORS. The authority of the Board of Directors may be exercised
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the directors entitled to vote.
SECTION 11. COMPENSATION.
The Board of Directors, by the affirmative vote of a majority of directors then
in office, and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation for all Directors
for services to the corporation, notwithstanding any Director's conflict of
interest. By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the board. No such
payment previously mentioned in this section shall preclude any director from
serving the corporation in any other capacity and receiving reasonable compensation
therefor.
SECTION 12. PRESUMPTION
OF ASSENT. A director of the corporation who is present at a meeting of
the Board of Directors at which action on any corporation matter is taken shall
be conclusively presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting or unless he or she
shall file his or her written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
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Date/Time Last Modified: 6/17/2002 4:28:48 PM
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