Bylaws of The Hermosa Neighborhood Association

December, 2015

ARTICLE 1.0—NAME AND LOCATION: The name of the Corporation is THE HERMOSA NEIGHBORHOOD ASSOCIATION. The principal office of the Corporation, hereinafter “the HNA,” or “the Corporation,” or “the Organization” shall be located at 2306 North Keystone Avenue, Chicago, IL, 60639, USA.

ARTICLE 1.1—GEOGRAPHIC SERVICE AREA: For the purposes of the HNA, Hermosa shall be defined as the area in the city of Chicago, Illinois that is bounded by Pulaski Road on the East, Belmont Avenue on the North, Cicero Avenue on the West and North Avenue on the South.

ARTICLE 2.0—CORPORATE PURPOSE AND AUTHORITY: The Hermosa Neighborhood Association is a non-profit corporation and shall be operated exclusively as a resident advocacy organization to promote the general welfare of the Hermosa community through dialogue, empowerment, and direct action.

SECTION 2.1—NON-PROFIT STATUS: The Corporation is organized and shall be operated as a not-for-profit membership corporation organized under Illinois law. Consistent with Internal Revenue Code (“I.R.C.”) Section 501(c)3, the Organization’s purpose, expressed by its mission statement is, “The Hermosa Neighborhood Association is a community organization started by neighbors who seek to aid and promote the general welfare of the community through dialogue, empowerment and direct action.” Operating exclusively as a non-profit corporation, the primary objectives of the HNA shall include, but not be limited to, providing an institutional framework for which residents of Hermosa can unite behind a common cause to help better the community through community initiatives and projects.

This is accomplished through the following:

SECTION 2.2—FUNDRAISING: The HNA shall have unlimited power to engage in, and do, any lawful act not inconsistent with the HNA’s non-profit tax exempt status, including conducting fund-raising activities to promote programs, project and activities consistent with the Bylaws, the HNA’s Articles of Incorporation and the over-arching commitment to manage and distribute knowledge as a free public good.

SECTION 2.3—FUND MANAGEMENT: The HNA shall have the power to operate bank accounts and to seek funds to establish an endowment fund and to manage the investment and its returns consistent with the stipulations of the Bylaws of the Corporation and its tax exempt status.

SECTION 2.4—DISTRIBUTION OF ASSETS:  In the event that it shall become necessary to dissolve the HNA, the Board of Directors will be responsible for resolving all outstanding debts and liabilities of the HNA and distributing its remaining assets in accordance with the provisions of the Articles of Incorporation.

ARTICLE 3.0—PROTECTED CLAUSES: The following SECTIONS of this ARTICLE 3 (the “Protected Clauses”) describe clauses that cannot be modified except by a vote of a 75% majority at an extraordinary meeting of the Board of Directors convened for the specific purpose of discussing and voting on such amendments. Changes incompatible with the Laws and Regulations of Illinois, the United States, the Internal Revenue Service and the relevant umbrella legal frameworks within the United States within which the HNA is incorporated, shall not be open to amendment in this manner.

SECTION 3.1—THE PATRONAGE CLAUSE: The HNA “spirit of intent” as originally set forward by the organization’s founders, Colin Bird, Alejandra Fleck, Alma Kreuser, Matilda Montalvo-Lugo and Steven Wozny has been to bring together a diverse group of residents and community stakeholders who work and or reside in the Hermosa community area together in a organized fashion to help bring structural change to the neighborhood, including up to launching new social services programs and projects within the community. HNA members are part of the Organization because they love the challenge and personal rewards that come from helping to “Make our Hermosa, Hermosa;” our Organization’s motto.

Specifically under no circumstances will the HNA or any of its Directors, Officers, programs, projects or activities conducted under the umbrella:

SECTION 3.2—MEMBERSHIP: The HNA will, in perpetuity, remain a membership-based corporation for the intent and purposes of electing a board of directors.  HNA shall not revert or convert to a form of ownership wherein members do not have voting control over the election of the Board of Directors who are thereby authorized, enabled and empowered to manage the HNA to nurture and sustain the cause of helping to make a better Hermosa.

SUBSECTION 3.2.1—VOTING ENTITLEMENT: Membership in the HNA entitles Members to one (1) vote per Member on who will join the Board of Directors.  Additionally, Members may participate in select discussion forums, newsletters and other entitlements, from time to time, as the board deems necessary or advisable. Entitlements for Members can be revoked or expanded by a two-thirds majority of the board.

SUBSECTION 3.2.2—MEMBERSHIP CRITERIA:  Membership in the HNA is open to all Chicagoans, regardless of race, age, sexual orientation, gender identity, national origin, religion, creed, documentation status, or ability status who meet the following criteria: Members must (1) reside in, or own property, or own businesses , within the boundaries of the HNA (see, ARTICLE 1.1); (2) share a commitment to the values espoused in the organization’s purpose (see, ARTICLE 2.0); (3) volunteer their  time to attend an HNA meeting or participate in a community volunteer initiative at least eight (8) times per year to advance the organization’s purpose; and (4) have met all of the preceding criteria for twelve consecutive months prior to elections. For the avoidance of doubt, potential members not meeting all of the foregoing criteria are not eligible to vote in the election of directors (in the absence of a decision of a two-thirds majority of the Board to the contrary).

SUBSECTION 3.2.3—DETERMINATION OF MEMBERSHIP STATUS:  A count of eligible members shall be audited on annual basis prior to the annual meeting of Members for the election of directors in accordance with Section 5.6 of these Bylaws, or at the discretion of the board. The SECRETARY, or other OFFICER, or Director will keep record of attendance at HNA general meetings, community clean ups and special events. This attendance will be recorded into a master record. On an annual basis, the master record will be examined and a list of eligible Members will be presented to the board either electronically, or in person.  At the next meeting of the Board of the Directors following the compilation of the master record, the individual performing the audit will present the new list of eligible members as well as provide analysis around membership, be it demographic data, location, activities, etc, as deemed relevant by the board. Notwithstanding the criteria set forth in Section 3.2.2, membership in the HNA may be revoked or re-instated by a two-thirds majority vote of the board.

SECTION 3.3—STATUS REPORT: The HNA will at a minimum publish once a year a status report to the public on the organization, activities, and findings of the organization.

ARTICLE 4.0—GOVERNANCE

SECTION 4.1—BOARD OF DIRECTORS

SUBSECTION 4.1.1—POWERS: The business and affairs of the Organization shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation except for such powers by these Bylaws specifically reserved to the Members. The Board of Directors shall also be responsible for developing policies and procedures concerning the operation of the HNA, including (but not limited to) policies for solicitation, acceptance and management of grants, contracts and donations.

SUBSECTION 4.1.2—NUMBER: The Corporation shall have no more than ten (10) Elected Directors and up to three (3) Appointed Directors which are appointed by the Board of Directors as set forth in Section 4.1.3.

SUBSECTION 4.1.3—APPOINTED DIRECTORS: At the sole discretion of the Elected Directors, the Elected Directors may appoint up to three (3) un-elected directors (the “Appointed Directors”) annually to the Board of Directors. The Appointed Directors do not need to be Members prior to their appointment, nor do they need to reside, own property or businesses, or work, in the service area boundary of HNA. Appointed Directors should be comprised of persons with such skills or experience or other qualifications as the Elected Directors deem necessary or advisable to the mission of the HNA.  

SUBSECTION 4.1.4—ELECTED DIRECTORS AND DIRECTOR TERMS: The elected directors (the “Elected Directors”) are elected by the Members of the HNA. Each Elected Director shall serve a two (2) year term. Beginning on January 1, 2016, Elected Director terms shall be staggered into Class A Directors (made up of five (5) Elected Directors) and Class B Directors (made up of five (5) Elected Directors), with each Class being up for election in successive years so that no more than half of the Elected Directors are up for re-election in any given year.  Elected directors shall be elected by a plurality vote of the Members.  In order to be eligible for nomination as an Elected Director, a person must be a Member on or prior to the date of such person’s nomination. The election of the Board of Directors may occur in person at the annual meeting or over a duration prior to the annual meeting as may be fixed by the Board of Directors (but which shall not be less than five (5) days). In the event of a vote online or by other means than in person, Members shall be given at least five (5) days’ notice prior to the opening of ballots for such election.

SUBSECTION 4.1.5—COMPENSATION: No member of the Board shall receive compensation for his or her services.

SUBSECTION 4.1.6—RESIGNATION AND REMOVAL OF DIRECTORS: A Director may resign at any time upon written request to the HNA. Furthermore, any Director or the entire Board of Directors may be removed, with or without cause, by a two-thirds vote of the Membership entitled to vote for the election of Directors or as otherwise provided in the General Not For Profit Corporation Law of the State of Illinois.

SUBSECTION 4.1.7—VACANCIES: Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors or by a sole remaining Director. A Director appointed to fill a vacancy shall hold office only until the expiration of his or her term, at which point the original election schedule for that office shall apply.

SUBSECTION 4.1.8 QUORUM AND VOTING: The presence either in person or by other permitted means of two-thirds (66.66%) of the Directors in office at the time shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The vote 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.

SECTION 4.2—OFFICERS: The Board of Directors may appoint Officers to run the day-today affairs of the organization. Authority and responsibilities are assigned by the Directors. A Director may also fill the role of an Officer. The respective responsibilities of these Officers include, but are not limited to, those listed in the following SUBSECTIONS:

SUBSECTION 4.2.1—DUTIES OF THE PRESIDENT: The President shall be the chief executive officer of the organization and its direct executive representative in the management of the organization.  The authority and duties of the President shall include:  

  1.  Responsibility for carrying out all policies established by the Board.
  2.  Supervision of all business affairs, including the collection and expenditure of funds in conjunction with the Treasurer, and the approval and execution of contracts.
  3.  Carry out the appointment and removal of agents and employees.
  4.  Performance of all other tasks that may be directed by the Board of Directors.

SUBSECTION 4.2.2—DUTIES OF THE VICE PRESIDENT: The Vice President shall act in the place of, and have all authority and responsibility of, the President whenever the President is unavailable or unable to act.  The Vice President shall perform such other duties as the Board of Directors may designate.

SUBSECTION 4.2.3—DUTIES OF THE SECRETARY: The Secretary shall have custody (or arrange with Legal Counsel to maintain custody) of the Articles of Incorporation, Bylaws, corporate seal and such other books and records of the organization as the Board of Directors shall direct.  The Secretary shall record all votes and minutes of all meetings of the Board, shall maintain attendance records for meetings of members and other HNA activities, correspondence files and other corporate records, and shall perform all such other duties as may from time to time be imposed by the Board.  The Secretary shall be custodian of the seal of the organization and in proper cases shall affix the seal to instruments.  If the Secretary is temporarily unable to fulfill their duties, a member of the Board shall be nominated by the President and approved by the Board to act in their stead.

SUBSECTION 4.2.4—DUTIES OF THE TREASURER: The Treasurer shall be the financial officer of the organization and, under the direction of the Board of Directors, shall have the custody and control of all of the funds and securities of the organization.  The Treasurer shall deposit the organization's funds and securities to the credit of the organization in such bank or depositories as may be designated by the Board.  The Treasurer shall disburse the funds of the organization in accordance with the directions of the Board of Directors, taking and preserving proper vouchers for such disbursements, and shall render an account of all his transactions as Treasurer and of the financial condition of the organization, pursuant to generally accepted accounting practices (GAAP), whenever called upon to do so, and shall perform all such other duties as may from time to time be assigned by the Board.

SECTION 4.3—EXECUTIVE AND OTHER COMMITTEES: The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate (i) an Executive Committee from among the members of the Board of Directors and (ii) such other committees consisting of at least two (2) Directors as determined by the Board of Directors from time to time. The purpose of the Executive Committee shall be to manage the day-to-day affairs of the Corporation between meetings of the entire Board of Directors, except for such actions as may be reserved to the full Board of Directors by the Illinois Not for Profit Corporation Code.  The Board of Directors may establish a set of standing committees to assist the Board of Directors with planning, oversight, and other functions. In addition to the standing committees, the Board may, from time to time, establish temporary committees for specific tasks. All of the standing committees will consist of at least two (2) or more Directors, shall have no more than seven (7) members total, of which the majority shall be members of the Board of Directors, and all committee members shall serve at the pleasure of the Board. Each committee will have a Chair, a Vice-Chair, and a recorder (who may be any member of the committee and may be chosen by the Chair if there are no volunteers).  Directors and Members may serve on more than one committee at any given time.

SECTION 4.4—BOARD OF ADVISORS: The Board of Directors may create and appoint

persons to a commission, Advisory Board, or other such body which may or may not have Directors as members, which body may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Directors or to the Officers.

SECTION 4.5—PLACE OF MEETINGS: Place of Meetings. Regular and special meetings of the Board of Directors may be held within or outside the State of Illinois and within or outside the United States.

SECTION 4.6—TIME, NOTICE AND CALL OF MEETINGS: Regular meetings of the Board of Directors shall be held immediately following the annual meeting of Members each year and at such times thereafter as the Board of Directors may fix. No notice of regular Directors' meetings shall be required. Special meetings of the Board of Directors shall be held at such times as called by the President of the Board, the Vice-President of the Board or any two (2) Directors. Written notice of the time and place of special meetings of the Board of Directors shall be given to each Director by either personal delivery, telegram, cablegram, or telefax at least twelve (12) business days before the meeting, or by notice mailed to each Director at least fifteen (15) business days before the meeting. Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice, either before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or conveyed, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Members of the Board of Directors may participate in a meeting of such Board or of any committee designated by such Board by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time. Participating by such means shall constitute presence in person at a meeting.

SECTION 4.7—ACTION WITHOUT A MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board or committee, as the case may be, unanimously consent thereto in writing, and such writing is filed with the minutes of the proceedings of the Board or committee. Such consent shall have the same effect as a vote of the Board of Directors taken at a meeting in person.

ARTICLE 5 MEMBER MEETINGS

SECTION 5.1—PLACE OF MEETINGS: Meetings of the Members shall be held at any place within or outside the State of Illinois and within or outside the United States designated in the notice of the meeting.

SECTION 5.2—ANNUAL MEETING: A meeting of the Members shall be held annually at such time as the Board of Directors may determine (which shall be not more than thirteen (13) months after the date of the last annual meeting), at which annual meeting the Members shall elect a Board of Directors and transact other proper business.

SECTION 5.3—SPECIAL MEETINGS: Special meetings of the Members shall be held when directed by the President or the Board of Directors, or when requested in writing by not less than one-third (33.33%) of all Members entitled to vote at the meeting. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors or Members requesting the meeting shall designate another person to do so.

SECTION 5.4—NOTICE: Written notice stating the place, date and hour of the meeting

and, in the case of a special meeting, the purpose or purposes for which the meeting is

called, shall be delivered not less than fourteen (14) nor more than sixty (60) days before the date of the meeting, either personally or electronically, by the President, the Secretary, or the Officer or persons calling the meeting, to each Member entitled to vote at such meeting as of the Record Date. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears in the Membership records of the HNA, with postage thereon prepaid. Notwithstanding the above paragraph, the Organization shall not be required to give notice of a Members' meeting to any Member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such Member during the period between such two consecutive annual meetings, have been mailed or emailed under the procedures outlined above and have been returned undeliverable. Any action or meeting which shall be taken or held without notice to such Member shall have the same force and effect as if such notice had been duly given. If any such Member delivers to the Organization a written notice setting forth his or her then current address, the requirement that notice be given to such Member shall be reinstated.

SECTION 5.5—NOTICE OF ADJOURNED MEETINGS: When a meeting is adjourned to another time or place, the Organization shall not be required to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in SECTION 5.4 above, to each Member of record on the new record date entitled to vote at such meeting.

SECTION 5.6—RECORD OF MEMBERS HAVING VOTING RIGHTS:  The Secretary or other Officer shall prepare, at least fourteen (14) days before each annual meeting of Members (such date, the “Record Date”), a complete list of the Members entitled to vote at such meeting, arranged in alphabetical order, and showing the name of each Member. For a period of fourteen (14) days prior to such meeting, the list shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, at such place as may be determined by the Secretary or other Officer.  The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any Member at any time during the meeting. Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, such Directors shall be ineligible for election to any office at such meeting.

SECTION 5.7—MEMBER QUORUM:  Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, one-third (33.33%) of the Members entitled to vote, represented in person or represented by proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by the General Not For Profit Corporation Law of the State of Illinois or by the Certificate of Incorporation or by these Bylaws. The Elected Directors shall be elected by a plurality of the votes of the Members present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. After a quorum has been established at a Members' meeting, the subsequent withdrawal of Members, so as to reduce the number of Members in person or represented by proxy entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

SECTION 5.9—VOTING:  Each Member eligible to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of the Members, except as may otherwise be provided in the General Not For Profit Corporation Law of the State of Illinois. A Member may vote either in person or by proxy executed in writing by the Member or his or her duly authorized attorney-in-fact.

SECTION  5.10—PROXIES: Every member is entitled to vote at a meeting of the Members in person or may authorize another person or persons to act for him/her by proxy. Every proxy must be signed by the Member or his or her attorney-in-fact. Proxy can be signed electronically via email or through PDF. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. All proxies shall be revocable.

ARTICLE 6 FINANCES

SECTION 6.1—FINANCES: The Hermosa Neighborhood Association and its Board of Directors have the right to pursue funding and use those funds as they see fit, within the limitations of I.R.C. Section 501(c)3. The Treasurer will be responsible for establishing and following controls for proper governance of all finances. Finances will be maintained in an open and transparent manner to its Members. At a minimum, the following controls will be followed:

SUBSECTION 6.1.1—BUDGET: The Treasurer and Board of Directors will maintain and publish a budget for each fiscal year. In addition, they will identify and publish long-term metrics to help standardize finances (such as admin costs, percentage to savings, etc). These metrics will help define the budget.

SUBSECTION 6.1.2—REPORTS: The Treasurer will publish annual financial summary reports at a minimum to the Members and Board of Directors.

SUBSECTION 6.1.3—APPROVALS: The Treasurer can sign off on any amount up to a

predetermined amount set by resolution of the Board of Directors. Anything over that

amount shall require the approval of the Board of Directors.

SUBSECTION 6.1.4—CHECKS: All checks, electronic transfers or demands for money and notes of the Organization shall be signed by the Treasurer or such other Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

SUBSECTION 6.1.6—LOANS: No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 6.2—CONTRACTS: The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the HNA.

SUBSECTION 6.2.1—AVAILABILITY OF CONTRACTS: Work requiring either internal or external contracts will be made available on an equal basis to all Members via an

internal announcement and bidding process.

ARTICLE 7 BRANDING

SECTION 7.1—BRANDING, LOGO AND REPUTATION: One of The Hermosa Neighborhood Association’s greatest assets is its brand recognition. This allows the organization to obtain funding, establish relationships with other organizations, and in the end creates opportunities for all its Members. By promoting and improving the organization brand name, both the organization and its Members benefit.  The Board of Directors is responsible for policies that help promote and protect the organizations brand recognition.

ARTICLE 8 LIABILITY AND INDEMNIFICATION

SECTION 8.1 DEFINITIONS: For purposes of this ARTICLE 8, references to “the Organization” shall include, in addition to the resulting Organization, any constituent Corporation or Organization  (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, Officers, and employees or agents, so that any person who is or was a Director, Officer, employee or agent of such constituent Corporation/organization, or is or was serving at the request of such constituent Corporation/organization as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE 8 with respect to the resulting or surviving Organization as he or she would have with respect to such constituent Corporation/organization if its separate existence had continued, and references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Organization” shall include any service as a Director, Officer, employee or agent of the Corporation/organization which imposes duties on, or involves services by, such Director, Officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Organization” as referred to in these Bylaws.

SECTION 8.2—LIABILITY: No Member shall be personally liable for the debts, liabilities, or other obligations (absent of fraud) of the HNA.

SECTION 8.3—RIGHT OF INDEMNIFICATION: Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Organization), by reason of the fact that he or she is or was a Director, Officer or Member of the HNA, or is or was serving at the request of the Organization as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the Organization and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her actions were unlawful; provided, however, that the Organization shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding(or part thereof) initiated by such person only if such action, suit or proceeding  (or part thereof) was authorized by the Board of Directors.

SECTION 8.4—ADVANCED PAYMENT OF EXPENSES: Expenses (including reasonable attorneys’ fees) incurred by any person who is or was an Officer, Director or Member of

the Organization, or who is or was serving at the request of the HNA as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the HNA in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be indemnified by the Organization.

SECTION 8.5—RIGHT OF CLAIMANT TO BRING SUIT: If a claim properly due to be paid under this ARTICLE 8 is not paid in full by the Organization within ninety (90) days after a written claim has been properly received by the Organization, the claimant may at any time thereafter bring suit against the Organization to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the Organization unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the General Not For Profit Corporation Law of the State of Illinois, but the burden of proving such defense shall be on the Organization. Neither the failure of the Organization (including its Board of Directors, independent legal counsel, or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Not For Profit Corporation Law of the State of Illinois, nor an actual determination by the Organization (including its Board of Directors, independent legal counsel, or its Members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.6—CONTRACT RIGHTS: The provisions of this ARTICLE 8 shall be a contract between the Corporation and each Director, Officer or Member to which this ARTICLE 8 applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.

SECTION 8.7—RIGHTS NON-EXCLUSIVE: The indemnification and advancement of expenses provided by or granted pursuant to this ARTICLE 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Members or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 8.8—INSURANCE: The Organization may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Member, employee or agent of the HNA, or is or was serving at the request of the Organization as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Organization would have the power to indemnify him or her against such liability under

the provisions of this ARTICLE 8 or of applicable law.

SECTION 8.9—CONTINUED COVERAGE:  The indemnification and advancement of expenses provided by, or granted pursuant to this ARTICLE shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer or Member and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE 9 GENERAL PROVISIONS

SECTION 9.1—COUNTERPART EXECUTION: Any document requiring the signature of the Directors and/or Members may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the Organization and/or the other Directors and/or Members by facsimile or pdf and such facsimile or pdf execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

SECTION 9.2—ONLINE VOTING: When Members are not physically together at a meeting,

voting may take place via electronic means. This can be via email, or some other trusted method such as online polling. The method used must ensure that only Members can vote in a secure and trusted, and each Member can only vote once.

ARTICLE 10—AMENDMENTS:  Except as set forth in ARTICLE 3, these Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than (50%) percent of the Board of Directors.

ARTICLE 11EFFECTIVE DATE: These Bylaws shall become effective immediately upon adoption by a resolution of the majority of the Board of Directors.

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