Human Development Foundation

:: 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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