HDF By-Laws --- Article 2

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:: HDF By-Laws ::

ARTICLE II - Trustees

SECTION 1. SELECTION. The corporation shall have a Board of Trustees composed of prominent and concerned members of the community. The Board of Trustees shall comprise one class of Members pursuant to Article 7 of the Illinois General Not for Profit Corporation Act of 1986. The Board of Trustees shall be separate and distinct from any other class of Members created pursuant to Article VIII hereof, and its powers, rights, duties and privileges shall be exclusive of those of any other membership class.

SECTION 2. APPOINTMENT AND NUMBER OF TRUSTEES. The initial Trustees, including a Chairperson or Co-Chairpersons with equal powers, shall be appointed by the Incorporators within sixty (60) days of the date of incorporation, provided that persons nominated by a duly authorized agent of the Association of Pakistani Physicians of North America shall form a majority of the initial appointees. The Incorporators shall determine the initial number of initial Trusteeships, and the Board of Directors may thereafter from time increase or decrease the number of Trusteeships, provided, however, that the number of Trustees shall never be less than eleven (11) or more than fifteen (15); provided further, that at least five (5) of the initial appointees shall be selected from a list of nominees submitted by an authorized agent of APPNA, three (3) of the initial appointees shall be selected from a list of nominees submitted by an authorized agent of the Society for International Help ("SIH"), two (2) of the initial appointees shall be selected from a list of nominees submitted by an authorized agent of the Noor Foundation ("Noor"), and the remaining appointees shall be appointed at the discretion of the Incorporators, provided that APPNA nominees shall have a majority on the Board of Trustees. The Chairperson or Co-Chairpersons of the Board of the Directors shall be ex-officio members of the Board of Trustees with a right to vote on all matters that come before it. APPNA, SIH, and the Noor Foundation have been given the foregoing nominating powers in recognition of their assistance and leadership roles in the formation of the Corporation and their ongoing support.

SECTION 3. VOTING RIGHTS. Each Trustee shall be entitled to one vote on each matter submitted to a vote of the Trustees.

SECTION 4. TERM OF TRUSTEESHIP. The Incorporators shall appoint the first Board of Trustees within sixty (60) days of the corporation's incorporation, for a term of three (3) years, until a successor shall be elected and shall qualify; provided, however, that any Trustee may be removed for cause by a three-quarters vote of the Board of Directors; provided further, that upon the expiration of the Trustees' first three-year term, the Board of Directors may set the subsequent term of any Trusteeship at either one, two, or three years, so that one-third of all authorized Trusteeships [or as close to one-third as possible] shall thereafter be subject to election in each calendar year. Vacant Trusteeships shall be filled by a majority vote of the Board of Directors for each vacancy, following the procedure set forth in Section 2 hereof, assuring that nominees of APPNA shall continue to comprise a majority on the Board of Trustees, and that nominees of SIH and the Noor Foundation shall continue to hold the number of Trusteeships specified in Section 2 hereof.

SECTION 5. RESIGNATION. Any Trustee may resign by filing a written resignation with the Secretary.

SECTION 6. REINSTATEMENT. Upon written request signed by a former Trustee and filed with the Secretary, the Board of Directors may, by the affirmative vote of two thirds of the members of the Board, reinstate such former Trustee to membership on such terms as the Board of Directors may deem appropriate.

SECTION 7. DUTIES. The Trustees shall oversee and advise the Directors concerning the corporation's policies and programs, and they shall serve as ombudsmen for the corporation. The Trustees, by majority vote, shall ratify the results of each election of Directors and any decision by the Board of Directors to merge with another corporation, to sell substantially all of the assets of the Corporation, to make any distribution of corporate assets, or to dissolve the Corporation. The Board of Directors shall from time to time propose other Resolutions to be voted upon by the Trustees, which shall be binding upon the Board as the Board shall determine.

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Date/Time Last Modified: 6/17/2002 4:28:42 PM