By-Laws

BY-LAWS OF HAJJI BABA, INC.

September 16, 2015

RULE I – MEMBERS: Adopted March 5, 2012

Sec. 1 – Categories and Dues

There shall be five categories of membership:

(a) Resident – Residence within the Tri-State area of New York, New Jersey and Connecticut

(b) Non-resident – Sole residence outside of the Tri-State area. No one with a business or residence address, whether primary or secondary, within the Tri-State area shall be eligible for payment of dues at the non-resident rate.

(c) Student – Upon proof of student status – to be called McMullan Fellows.

(d) Honorary – Any person whom the Club desires to honor may be elected an honorary member upon majority vote of the Board of Directors. Any Club member may nominate a person for Honorary Membership, at a meeting or by communicating with the Club President. Honorary members shall not be required to pay dues.

(e) Lifetime – For any year, the Board of Directors may establish an amount, the payment of which entitles a member to lifetime membership without further dues payments. Future increases in dues amounts, or the elimination of the lifetime membership category, shall not affect the validity of any lifetime membership which was valid when paid in full.

The Board of Directors may set dues amounts each year.

Payment of membership dues shall entitle two members of a household to attend any program meeting for which there is no special fee.

Sec. 2 – Voting

All dues-paying members shall have the privilege of voting at all meetings. Honorary members have no vote.

Sec. 3 – Removal from Membership

The Board of Directors may suspend or expel a member for any cause or no cause upon a 2/3 vote of the Board of Directors, with no more than 2 former presidents counted for purposes of a quorum. Members may be present, or vote by proxy. However, no member shall be suspended or expelled pursuant to this provision unless at least ten days prior to the meeting of the Board of Directors at which the charges are to be considered and acted upon, a notice stating the charges and the time and place of the meeting shall have been served in person or by electronic mail or post upon the member charged who shall be entitled to be heard at such meeting.

Sec. 4 – Guests

Members (defined as the principal member and spouse or other second person) are encouraged to bring guests to Club program meetings. Guests who attend more than two meetings are encouraged to apply for membership.

RULE II – ELECTION OF MEMBERS: Adopted March 5, 2012

Sec. 1 – Application or Nomination

Any interested individual may apply to the Club for membership in a form to be prescribed by the Board of Directors. A Club member may also nominate another individual for membership.

Sec. 2 – Prompt Action on Applications/Nominations

All members of the Club must be elected by the Board of Directors, by a simple majority; however, nominations may be submitted to and considered first by a Membership Committee, if such a committee exists. The Board of Directors shall receive and act promptly upon each application/nomination for membership at its next meeting, or by email, if no meeting is scheduled within a reasonable time of receipt of the application/nomination.

Sec. 3 – Notification

The Secretary shall notify each applicant/nominee promptly following action upon his/her application/nomination.

RULE III – DUES: Adopted March 5, 2012

Sec. 1 – New Members

Dues for the current year shall be paid by each new member when he/she joins The Club. If however, this occurs during the last three months of the fiscal year, such dues shall cover the following fiscal year as well.

Sec. 2 – Current Members

The Treasurer shall invoice all members (other than lifetime members) for dues at the beginning of each fiscal year. If necessary, a reminder notice may be sent after 30 days.

Sec. 3 – Delinquency

Any member whose account is delinquent 90 days after receiving notice of dues owing shall not be entitled to attend Club programs, vote, or otherwise participate as a Club member until his or her account is brought into good standing.

RULE IV – ADDRESS NOTIFICATION: Adopted March 5, 2012

It is the responsibility of each member to provide the secretary with current post and electronic mailing addresses.

RULE V – DIRECTORS: Adopted March 5, 2012

The Board of Directors shall consist of (i) nine (9) members elected from among the membership, and, (ii) those ex-Presidents of the Club who choose to function as Board members by attending meetings.

Sec. 1- Fiduciary Duty

A Board member shall stand in a fiduciary relation to the Club and shall perform his or her duties as a Board member, including his or her duties as a member of any Committee of the Club upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Club, and with the care, including reasonable inquiry, skill and diligence as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Board member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by: One or more Officers or employees of the Club whom the Board member reasonably believes to be reliable and competent in the matters presented;

Counsel, public accountants, or other persons as to matters which the Board member reasonably believes to be within the professional or expert competence of that person; (iii) A Committee of the Club upon which he or she does not serve, which Committee the Director reasonably believes to merit confidence.

Sec. 2 – Conflicts of Interest

No transaction involving remuneration or any other benefit to a Board member or Club Officer or a member of the Board of Directors Member’s or Officer’s immediate family, or to an organization of which a Director or Officer or a member of his or her immediate family is an officer, director or a controlling stockholder or in which any such person has a substantial interest, shall be entered into by the Club without full disclosure by the interested Director or Officer and the approval of the Board in the manner provided below and unless the transaction is fair and reasonable to the Club. The transaction must be authorized either by unanimous written consent of those present at the meeting, provided at least one (1) Director so consenting is disinterested, or by affirmative vote of a majority of the disinterested Directors present at the meeting, even though the disinterested Directors be less than a quorum, as defined in these ByLaws.

Every Director and Officer, in a manner and form prescribed by the By-Laws shall, as a condition of the office, be required to fully disclose any area of conflict of interest and must as a condition of office immediately disclose any conflict of interest that may arise following the initial disclosure.

It is expected that all Directors will use their best efforts to avoid the appearance of impropriety with respect to any matters that may come before the Board of Directors or the Club.

Sec. 3 – Election of Directors

There shall be nine elected members of the Board of Directors, divided into three classes. Each class shall serve for three years, or until their successors have been elected. Three members of each class shall be elected each year at the Annual Meeting, to succeed those three members elected three years previously, and to hold office for three years; in addition the Board of Directors may include former Club presidents as set forth in Section 8 below.

Sec. 4 – Vacancies on Board of Directors

Any vacancy in the elected Board of Directors shall be filled by appointment by the President until the ensuing Annual Meeting, when the membership shall elect someone to fill the unexpired term.

Sec. 5 – Quorum of Directors

The presence of five Directors shall be necessary to constitute a quorum at any meeting of the Board of Directors. At least three of the five Directors necessary for a quorum must be elected Directors.

Sec. 6 – Powers of the Board of Directors

The Board of Directors may make and amend By-Laws, rules of procedure and regulations not inconsistent with this Constitution for the government of the Club.

Sec. 7 – Former Presidents as Members of the Board of Directors

All former presidents of HBC, its predecessors in interest, or any Club which may have merged with HBC, may be elected to the Board of Directors, subject to any term limits set forth in these by-laws. Any former presidents not serving as elected directors are eligible to serve as ex-officio members of the Board of Directors and are encouraged to attend the meetings of the Board of Directors. Their entitlement to vote in the same manner as elected Directors is limited to those meetings which they attend in person or by teleconference. Former presidents, except those serving as elected directors, shall not be entitled to cast votes by proxy. As set forth in Section 5, for purposes of calculating a quorum for holding a meeting of the Board of Directors, there must be at least three elected Directors present. There are no term limits for non-elected service on the Board of Directors for former presidents. Former presidents may be elected as Club officers so long as they adhere to term limit rules.

Sec. 8 – Term limits

Elected Members of the Board of Directors may be nominated for and serve no more than two full successive terms. A Club member who has previously served two full terms on the Board of Directors may serve again after rotating off of the Board of Directors for at least two years. Election or appointment to fill an unexpired term does not count as a full term for purposes of computing term limits.

Sec. 9 – Board of Directors Meetings

The Board of Directors shall meet at the call of the President, or in his/her absence, the Vice- President, or by the written request of three Directors. The Board of Directors must meet at least three times a year. Meetings may be held in person or by teleconference, and any vote shall be valid whether taken in person or by teleconference. Every Board of Directors Meeting shall include an Executive Session, to facilitate open discussion of any matters of concern to Directors. An Emergency Meeting of the Board of Directors may be convened by the

President, in his/her discretion, and must be convened by the President if a majority of the Board of Directors requests one. Any such Emergency Meeting shall require a quorum, and shall require reasonable notice.

Sec. 10 – Removal from the Board of Directors

Any Director (including any officer) may be removed for any cause or no cause as set forth below upon the affirmative vote of two-thirds of the total number of Directors present at any regular or special Board of Directors meeting, provided that the notice of such meeting shall have set forth such proposed action and shall have identified the affected Director. For purposes of counting the two-thirds vote, the affected Director shall not be counted, and no more than two former presidents (other than those currently serving as elected Directors) shall be counted. A Director may be removed by vote of a majority whenever, in the judgment of the majority, the presence of such Director is inconsistent with the best interests of the Club. Reasons for removal may include, but are not limited to, breach or nonperformance of duties, failure to adhere to the Constitution and By- Laws or to any validly established Club policies and/or Code of Conduct, and frequent absence from Board of Directors meetings and functions. Unexcused nonattendance at three consecutive regular Board of Directors meetings shall be grounds for removal. An individual may be removed as an officer and remain as a Director.

RULE VI – OFFICERS AND THEIR DUTIES: Adopted March 5, 2012

Officers shall serve for three years or until successors shall be selected. An individual may serve in the same or a different office for no more than two full terms in succession, and shall be eligible to serve again after at least two years of non-service as an officer.

(a) President

The President shall be the Chief Executive Officer of the Club. The President shall have all authority incident to the office and shall discharge all duties arising from such authority, and such other duties as may be prescribed by the Board of Directors, from time to time. The President shall

• Be responsible for handling and/or supervising the operations of the Club and performing the duties enumerated herein, except as he or she may elect to delegate to the Club staff or committees;
• Be given the necessary authority and responsibility to manage the Club in all of its activities, subject to such policies and directions as may be adopted by the Board of Directors. The authority of the President shall include executing all policies and directions of the Board of Directors, and providing the Board of Directors with such advice, information or reports as the Board of Directors may require; representing the Club in its relationships with other agencies and organizations; executing all documents on behalf of the Club, including contracts, deeds, mortgages, bonds or other documents; and voting on all securities or corporate memberships which the Club is entitled to vote, as may be directed by the Board of Directors, reporting to the Board of Directors, at every regularly scheduled meeting, seeking formal advance approval of the Board of Directors, by a majority vote, of any action or expenditure of more than $3,500, and of any major change in policy.

• The President shall preside at all meetings of the Club and of the Board of Directors, and may appoint a substitute to preside at any meeting which neither the President nor the Vice- President expects to attend. The President shall be an ex officio member of all committees.

(b) Vice President

• The Vice President shall preside over a meeting which the President does not attend, and in the event of the death, resignation, or removal of the President, the Vice President shall promptly convene a meeting for the purpose of electing a new President;
• The Vice President shall perform such other duties as the President or Board of Directors may assign to him or her.

(c) Secretary

Subject to the direction and control of the Board of Directors and the President, the duties of the Secretary shall include, but not be limited to, performing, or causing to be performed, the following:

• Take and preserve the minutes of the meetings of the Board of Directors in such form as the Board of Directors shall prescribe;
• Arrange for all notices to be duly given in accordance with the provisions of the Constitution and By-Laws or as required by law;
• Be custodian of the records and seal of the Club; Keep a register of the electronic mail address, post office address, telephone number and facsimile number (if any) of each Director and Associate Director as furnished by him or her;
• Together with the President or any other Officer authorized by the Board of Directors, sign any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument, unless a different mode of execution is expressly prescribed by the Board of Directors or the Club Constitution or By-Laws;
• Perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

(d) Treasurer

The Treasurer, in consultation with the Finance Committee, and subject to the direction and control of the President, shall

• monitor the financial affairs of the Club. Club financial recordkeeping, reporting and policymaking shall at all times be consistent with and in furtherance of the Club policy to maintain transparency in its governance.
• The Treasurer’s duties shall include but not be limited to doing, or causing to be done, the following:

1. collect all sums due to the Club
2. receive, invest and keep all funds of the Club,
3. oversee disbursement of funds in accordance with the By-Laws;
4. maintain the financial records of The Club in a manner to be specified by the Board; (v) provide regular financial reports at each Board of Directors and Annual Meeting, or upon request of the President or the Board of Directors.
5. recommend to the Board of Directors an investment policy for the handling of securities, assets, and other investments, which the Club may own or acquire.
6. perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.
7. e) Other Officers

Any Officer whose title, powers and duties are not otherwise stated in these By-Laws shall have such title, powers and duties as the Board of Directors may delegate to such Officer not inconsistent with the Constitution and these By-Laws.

RULE VII – COMMITTEES; ASSOCIATE BOARD: Adopted March 5, 2012

Sec. 1 – Appointment and Powers of Committees

The Chairpersons of all Club Committees shall be designated by the President. Any Committee of the Club may be chaired by a member of the Board of Directors or a nonmember. Other Committee members shall be appointed by the President or Committee Chair.

No Committee shall have other than advisory powers unless, by suitable action of the Board of Directors, it is granted specific power to act. Such power may include the power to expend Club funds, provided however that no Committee shall have the authority to expend or commit to expend Club funds (i) in an amount greater than $3,500 in a single transaction, or (ii) for a purpose representing a change in club policy, without prior Board of Directors approval.

All Club members appointed to serve on Club Committees shall be called Associate Directors of the Club. Associate Directors are non-voting members of the Board of Directors and are invited to attend all Board of Directors meetings except while those meetings are in Executive Session.

Sec. 2 – Finance Committee

The President shall appoint a Finance Committee, to be chaired by the Treasurer and to include the President and such other persons as the President may select. The Finance Committee shall be responsible with the Treasurer for recommending to the Board of Directors for approval all policies, procedures and actions relating to Club financial matters, financial reporting, and custodianship of Club monies. The Finance Committee shall meet at least three times per year.

Sec. 3 – Nominating Committee

At least two months prior to the Annual Meeting each year, the President shall appoint a nominating committee of three members. At least one month before the Annual Meeting, the Nominating Committee shall recommend to the Board of Directors a slate of three persons to be voted on at the Annual Meeting as the incoming class of Directors to serve a three-year term. Nothing in this clause shall prevent a Club member from nominating someone to serve on the Board of Directors from the floor at the Annual Meeting, provided that the person named has previously agreed to serve if elected. In the event of a nomination from the floor, each person nominated to the Board of Directors, including those on the slate provided by the Nominating Committee, shall be voted on individually.

Sec. 4 – Program Committee

The President shall appoint a program committee and its chairman. At least one member of this committee shall be a member of the Board of Directors.

Sec. 5 – Additional committees

Other committees may be appointed by the President as needed.

Such committees may include a Research Fellowship Committee with responsibility for awarding a one-year fellowship funded by the Club following annual board determination of the availability and amount of funds to be awarded. The committee chair shall select other committee members to constitute a committee of at least three. The Research Fellowship Committee shall be responsible for selecting the recipient of the Club Research Fellowship, and for coordinating between the fellowship recipient and the Club for the duration of the fellowship. The Committee shall also have authority for expending all Club funds designated by the Board for this purpose.

Sec. 6- Notice.

Notice of committee meetings will be provided by electronic mail or telephone only, and will be deemed to have been properly delivered if transmitted to the last e-mail address or phone number provided by the Committee member.

RULE VIII – LIABILITY AND INDEMNIFICATION: Adopted March 5, 2012

Sec. 1 – Contract

The provisions of this Section shall be deemed to be a contract with each Committee member who serves as such at any time while this Section or a provision hereof is in effect, and each such Committee member shall be deemed to be so serving in reliance on the provisions of this Section and the Certificate of Incorporation. Any amendment or repeal of this provision or any other Club rule, regulation or Certificate of Incorporation which has the effect of increasing liability for Directors, Officers or Committee members shall operate prospectively only and shall not affect any action taken, or any failure to act, before the adoption of such amendment or repeal of such provision.

Sec. 2 – Right to Indemnification

Except as prohibited by any law, every member of the Board of Directors and the Committees of the Club shall be entitled as of right to be indemnified by the Club against expenses and any liability paid or incurred by such person in the defense of any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Board of Directors or the Club or otherwise, in which he or she may be involved in any manner, as a party, witness or otherwise, or if threatened to be made so involved, by reason of such person being or having been a member of the Board of Directors or by reason of the fact that such person is or was serving at the request of the Board of Directors, as director, officer, employee, fiduciary or other representative of the Club, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Club, or, with respect to any criminal matter, if he or she had no reasonable cause to believe his or her conduct was criminal. As used in this Section, “indemnity” shall include each member of the Board of Directors and each other person designated by the Board of Directors as entitled to the benefits of this Section, “expenses” shall include fees and expenses of counsel and “liability” shall include amounts of judgments, excise taxes, fines, penalties and any other amounts paid in settlement. If New York law hereafter is amended to authorize the further elimination of or limitation on the liability of directors or officers, then the liability of a Director or Officer of t he Club, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended New York law. No indemnification shall be made for any claim, issue or matter as to which a person shall have been adjudged to be liable for willful misconduct or recklessness, unless the court in which the action was brought shall determine upon application that in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnification.

RULE IX – COMMERCIAL ACTIVITY: Adopted March 5, 2012

No member may use the Club, Club meetings, Club mailing lists or contact information for commercial purposes or activities. Violation of this rule shall be grounds for removal from the Club.

RULE X – FISCAL YEAR: Adopted March 5, 2012

The Club’s fiscal year shall be set by the Board of Directors.

RULE XI – MEETINGS: Adopted March 5, 2012

Sec. 1 – Annual Meeting

An Annual Meeting of the Club shall be held once a year before the close of the fiscal year. The Secretary shall issue notice of this meeting at least two weeks prior thereto and shall include in this notice the names and qualifications of the individuals recommended by the Nominating Committee for election to the Board of Directors.

Sec. 2 – Program and Business Meetings

Other Club business and program meetings shall be scheduled during the year at the discretion of the Board of Directors.

Sec. 3 – Meeting Quorums

The presence of fifteen members in person or by written proxy shall constitute a quorum for purposes of a business meeting. There shall be no quorum requirement for a program meeting.

Sec. 4 – Telephone meetings

Any business meeting may be held by teleconference, so long as notice is provided in accordance with the By-Laws.

Sec. 5 – Notice of Meetings

Notice of Board of Directors meetings shall be provided at least one week in advance, except in case of emergency. Notice requirements for any

meeting may be waived so long as a quorum is present and votes in favor of the waiver. Committee meetings, other than those of the Board of Directors, shall not be subject to formal notice requirements. Notice of program meetings shall be provided as long in advance as possible, to maximize attendance.

RULE XII – PRINCIPAL PLACE OF BUSINESS AND OFFICE: Amended 8 April 2015

The Address of the Club shall be:

Hajji Baba, Inc.
PO Box 1518
Grand Central Station
New York, NY 10163