BYLAWS OF HATTIE CALLNER APARTMENTS TENANT ASSOCIATION

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1 BYLAWS OF HATTIE CALLNER APARTMENTS TENANT ASSOCIATION The name of the organization is Hattie Callner Apartments Tenant Association, hereinafter HCATA. It is organized in accordance with the General Not For Profit Corporation Act of 1986, as amended. 805 ILCS 105/. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described in the Business Activities section of its Articles of Incorporation. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes allowed by section 501(c)(3) of the Internal Revenue Code. ARTICLE I. MEETINGS Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time. Section 2. Regular Meeting. The Board of Directors shall meet immediately after the election of any new officer(s) for appointing any new committee chairpersons and transacting such other business as may be deemed appropriate and, by resolution, designate additional regular meetings. Section 3. Special Meeting. The President of the Board of Directors (Chairperson) or the President, Vice-President, Secretary, or any two other directors may request special meetings with notice, pursuant to Article I, Section 6 of these bylaws, served to non-attending directors, other corporate officers, and HCATA members who may attend any particular special meeting. Section 4. Place of Meeting. Meetings shall be physically held at 855 W. Aldine Avenue unless otherwise stated in the notice. However, there is no geographic-location restriction for HCATA members to participate in any type of HCATA meetings if the Internet or other electronic communications technology is made available. If HCATA members could effectively read or hear the proceedings simultaneous with their actual occurrence and make notes and comments and pose questions that could be incorporated into the minutes of meetings, they would be deemed present and participating in person at meetings with other meeting attendees. Revised Wednesday, January 16, of 5 HCATA Bylaws

2 Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. If some directors withdraw after a quorum has been established resulting in less than a quorum being present, a majority of the remaining directors either may adjourn the meeting to another time without further notice or may transact business that might have been transacted at the meeting as originally scheduled until adjournment, even after some directors withdrew from the meeting. Section 6. Notice. Written notice of all meetings shall be provided pursuant to this section or as otherwise required by law. The Notice shall state the place, date, hour of meeting, and, if for a special purpose, the purpose of the meeting. Notice must be delivered within at least 5 days prior thereto, unless the meeting is for removing a director, in which case at least a 10-day notice is required. If neither an hcata.org Month Activity Calendar posting, ing, nor a personal service occurs, the meeting notice shall be mailed. Notice will thereby be sent to all directors, officers, and HCATA members of record at the address shown on the corporate books or by an hcata.org Month Activity Calendar posting. Such notice shall be deemed delivered either upon being deposited in ordinary U.S. mail, properly addressed, with First-Class Postage prepaid, or when posted on a Month Activity Calendar, ed, or personally served. Section 7. Meeting Minutes. The Board shall keep a permanent record of meeting minutes for all its proceedings. Meeting minutes shall be made available within two weeks thereafter to all HCATA members who sign up at the hcata.org HCATA Forum and Help Desk page. Section 8. Rules, Ethics, and Customs Governing Meetings. Robert's Rules of Order (see for in unexhausted list of references). ARTICLE II. DIRECTORS Section 1. Number of Directors. A Board of Directors, consisting of seven (7) directors who are current HCATA tenants, shall manage the organization. Section 2. Election and Term of Office. At least one director shall be elected at each annual meeting with one term ending each year and a full term being seven (7) years. No director may serve consecutive full terms. Section 3. Quorum. A majority of directors shall constitute a quorum. Section 4. Adverse Interest. When determining a quorum of the directors, or when voting, the disclosed adverse interest of a director shall not disqualify that director or invalidate their vote. Section 5. Procedures. The vote of a majority of the HCATA members pursuant to Article IV shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these bylaws for a particular resolution. A director of the organization present at a meeting of the Board of Directors at which action on any corporate matter is to be taken who did not vote on the hcata.org HCATA Forum and Help Desk page shall be presumed to have assented to the action taken unless their dissent shall be entered into the minutes of the meeting. Revised Wednesday, January 16, of 5 HCATA Bylaws

3 Section 6. Informal Action. Any action required or which may be taken at a meeting of either directors or a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all directors or all of members of the committee of directors, respectively, if all non-director HCATA members casting their vote, pursuant to Article IV, also agree. Section 7. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose by a majority of all HCATA members casting their vote pursuant to Article IV. The remaining directors may fill any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, by a plurality of HCATA members who vote. Pursuant to Article IV, a director shall be elected for the remainder of the term of their predecessor or until a successor has been elected and qualified. If a director misses two consecutive meetings for which notice was given, pursuant to Article I, Section 6, and a quorum is established at neither, that director is automatically removed from his directorship as is any director missing three consecutive meetings regardless of whether a quorum was established. Section 8. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. ARTICLE III. OFFICERS Section 1. Number of Officers. The officers of the organization must be current HCATA tenants living at Hattie Callner Apartments and are designated President, Vice-Presidents, Secretary, and Treasurer. One person may hold two or more offices, although the President may not serve concurrently as a Vice President or as Secretary. President/CEO. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if the Board creates such a committee. Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee, if any. Revised Wednesday, January 16, of 5 HCATA Bylaws

4 Section 2. Election and Term of Office. At the first meeting of the Board of Directors immediately following the annual meeting, the Board of Directors shall elect the officers pursuant to Article IV. Each officer shall serve a one year term or until a successor has been elected. Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization with a majority of all voting HCATA tenants pursuant to Article I, Section 1, and Article IV. The Board of Directors may fill any vacancy that occurs. ARTICLE IV. ELECTION REQUIREMENTS The organization may have elections* at a properly called meeting when due notice was given pursuant to Article 1, Section 6, and a quorum of directors is present. Each member of the Board of Directors and all other HCATA members attending such designated meetings may cast their vote in person or on the hcata.org HCATA Forum and Help Desk page after the HCATA meeting that announced the beginning of that election period. All the election s votes shall be tallied together regardless of where and how they were cast, with a member s most recent vote for the election being the one that will count. *To elect means, To choose or make a decision. Voting on referendums or other political issues is also referred to as elections, especially in the U.S. ARTICLE V. AMENDMENT TO BYLAWS Bylaws may be altered or repealed by a majority of votes tallied since the last HCATA meeting, pursuant to Article IV, at any regular or special meeting scheduled for that purpose. The text of the proposed bylaw change(s) shall be made available to all HCATA members at least ten (10) days prior to the meeting at which those votes will be tallied so voting on the hcata.org HCATA Forum and Help Desk page can take place. ARTICLE VI. CORPORATE SEAL, EXECUTION OF INSTRUMENTS The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate. Either the President or any Vice-President together with the Secretary, and the Treasurer (at least two and maybe three officers) shall execute all instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any officer or agent that is specifically designated by resolution of the Board of Directors may execute any written instrument. Revised Wednesday, January 16, of 5 HCATA Bylaws

5 ARTICLE VII. INDEMNIFICATION Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization (HCATA) shall be indemnified and held harmless by HCATA to the fullest extent authorized by law as it now exists or may subsequently be amended. However, an amended law will be applied only to the extent that it permits the organization to provide no less broad indemnity rights than existed under the law prior to it being amended. ARTICLE VIII. DISSOLUTION The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than twothirds (2/3) vote of HCATA members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made therefore. Assets not requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or by a similar or like nature to this organization, as determined by the Board of Directors. Certification, President of HCATA, and, Secretary of HCATA certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on. I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on., President of the Board of Directors, Secretary of the Board of Directors Revised Wednesday, January 16, of 5 HCATA Bylaws

6 Hattie Callner Apartments Tenant Association (HCATA) Partial Organizational Structure (Amendable pursuant to Hattie Callner Apartments Tenant Association (HCATA) Bylaws.) 1. There is a Regular HCATA Meeting (Regular Meeting) that all tenants residing in the Hattie Callner Apartments at 855 W. Aldine Avenue in the City of Chicago and State of Illinois may attend that is scheduled approximately two weeks into any given month, with date, time, and place thereof timely posted on an HCATA.org Month Activity Calendar page. 2. Each of four Constitutional Officers (Officer) is elected by a majority of the Hattie Callner Apartments tenants casting a vote with ties going to the current Officer and votes always cast between a Regular Meeting at which is announced (1) that election and both the date (2) of the meeting at which its results will be tallied and (3) when those results will take effect, with a vote tallied for each of the following offices (Office) if contested or discovered relinquished at a given Regular Meeting: President ((a) Begins Regular Meetings with an overview of pertinent issues and topics (its Agenda), (b) moderates Regular-Meeting discussions, and (c) tries to keep Regular Meetings as short as possible to encourage use of HCATA.org HCATA Forum and Help Desk for declarations, questions, and discussions.) Vice President (Serves as the President in the President's absence.) Secretary (Captures the gist of the Regular Meetings for posting through the HCATA.org HCATA Forum and Help Desk page accessible to all Registered Members.) Treasurer (Maintains the General Ledger (GL) and posts the HCATA financial-institutionaccount's current monthly bank statement through the HCATA.org HCATA Forum and Help Desk page accessible to all Registered Members.) 3. There is a HCATA.org Website Committee of the four Officers and another Registered Member assigned by an election with votes cast by Hattie Callner Apartments tenants between the Regular Meeting at which is announced (1) that election and both the date (2) of the meeting at which its results will be tallied and (3) when those results will take effect. Ties will go to the current Website Committee member. Website Committee decides what and when HCATA.org postings can or must be removed using a 3-member majority.