Section 1.Articles of Organization, Location, Corporate Seal and Fiscal Year

Section 1.Articles of Organization, Location, Corporate Seal and Fiscal Year

AMENDED AND FULLY RESTATED BYLAWS AS OF DECEMBER 20, 2011

OF

Human Development & Capability Association, Inc.

SECTION 1.ARTICLES OF ORGANIZATION, LOCATION, CORPORATE SEAL AND FISCAL YEAR

1.1. Articles of Organization. The name and purposes of the corporation shall be as set forth in its Articles of Organization. These Bylaws, the powers of the corporation and of its members and directors and officers, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.2. Location. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the corporation.

1.3. Corporate Seal. The Directors may adopt and alter the seal of the corporation.

1.4. Fiscal Year. The fiscal year of the corporation shall end on December 31 in each year.

SECTION 2.MEMBERS

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2.1. Election and Qualification. Membership of the corporation shall consist of General Members. General membership shall be open to any person interested in work on human development and the capability approach. A person shall become a General Member by paying in full the applicable dues of the corporation.

2.2. Tenure. Each term of a General Member shall last throughout the period for which such General Member has paid in full the applicable dues of the corporation. General Membership shall be continuous each year upon payment of dues in full on an annual basis. General Membership shall be terminated for non-payment of dues, if such dues are not paid within 30 days after the applicable due date, and the General Membership shall be reinstated automatically upon payment in full of such dues.

2.3. Powers and Rights. General Members shall have the right to elect Directors as provided in these Bylaws, and such other powers and rights as are vested in them by law, the Articles of Organization or these Bylaws. General Membersshall also have such other powers and rights as the Directors may designate. Nothing in these Bylaws shall be construed to permit any action by a General Memberwhich would cause the corporation to cease to be eligible for tax exemption under Section 501 of the Internal Revenue Code of 1986, as amended.

2.4. Annual Meeting. The annual meeting of General Membersshall be held on such date and time and at such place within the United States as the president, General Members, or Directors shall determine.

2.5. Regular Meetings. Regular meetings of the General Membersmay be held at such times as the General Membersmay determine.

2.6. Special Meetings. Special meetings of the General Membersmay be held at any time when called for a purpose that has been approved by at least two-thirds of the Directors. A special meeting shall be called by the Secretary, or in the case of the death, absence, incapacity, or refusal of the Secretary, by any other officer, upon written application of General Members representing at least twenty-five percent (25%) of those members necessary for a quorum (as set forth in Section 2.9 below). Only business within the purpose or purposes described in the notice (or waiver thereof) required by these Bylaws may be conducted at a special meeting of the General Members.

2.7. Place of Meetings. All meetings of the General Membersshall be held at the principal office of the corporation or at such other place as shall be fixed by the Directors or the President.

2.8. Notice of Meetings. A written notice of each meeting of General Members, stating the place, date and time and the purposes of the meeting, shall be given at least fourteen (14) days before the meeting to each General Member entitled to vote thereat and to each other General Memberwho, by law, by the Articles of Organization or by these Bylaws, is entitled to notice, by telephone, telecopy or electronic mail or other equivalent electronic media, sent to such person’s last known business, home or electronic mail address, or by leaving such notice with him or her or at such person’s residence or usual place of business, or by mailing it, postage prepaid, addressed to such General Member at his or her address as it appears in the records of the corporation. Except as provided by law, no notice need be given to any General Member if a written waiver of notice, executed before or after the meeting by the member or his, her, or its attorney thereunto duly authorized, is filed with the records of the meeting.

2.9. Quorum. At any meeting of the General Members,at least ten percent (10%) of the General Membersthen in office (whether present in person or by proxy or otherwise duly represented) and entitled to vote on any action proposed at the meeting shall constitute a quorum, except when a larger quorum is required by law, by the Articles of Organization or by these Bylaws. Any meeting may be adjourned to such date or dates not more than 90 days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.10. Action by Vote. Each General Membershall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by General Memberspresent in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization or these Bylaws. Votes may be submitted prior to any meeting by written ballot, and such ballot may be submitted electronically. No ballot shall be required for such election or other matter unless requested by a member present or duly represented at the meeting and entitled to vote with respect to such election or matter.

2.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the General Membersmay be taken without a meeting if all General Membersentitled to vote on the matter either consent to the action in writing and the written consents are filed with the records of the meetings of the General Members or as long as no such General Member objects to the matter subject to the vote. Such consents shall be treated for all purposes as a vote at a meeting.

2.12. Proxies. General Members may vote either in person, by written ballot prior to the meeting, or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Such proxies may be delivered electronically. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

2.13. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, General Members may participate in any meeting of the General Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

SECTION 3.SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FRIENDS OF THE CORPORATION

3.1 Honorary Members may be elected by a vote of the majority of the Honorary Members in office. Honorary Members may also be referred to as “Fellows.” Potential Honorary Members shall be expected to have made significant contributions to the fields of human development and/or capability. There shall be no other qualifications for Honorary Members. Except as the Directors shall otherwise designate, an Honorary Member shall be permitted to hold any office of the corporation. Directors will become Honorary Members upon the end of their tenure as Director. The role and tenure of Honorary Members is specified in the Book of Regulations held by the Directors.

3.2. Sponsors, Benefactors and Friends of the Association The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

SECTION 4.BOARD OF DIRECTORS

4.1. Powers. The affairs of the corporation shall be managed by the Directors (who may also be referred to as the “Executive Council”) who shall have and may exercise all the powers of the corporation, except those powers reserved to the General Membersby law, the Articles of Organization or these Bylaws. Nothing in these Bylaws shall be construed to permit any action by the Directors which would cause the corporation to cease to be eligible for tax exemption under Section 501 of the Internal Revenue Code of 1986, as amended.

4.2. Number and Election. The Board of Directors shall consist of such number as shall be fixed from time to time by a majority of the Directors then in office, except that such number may be otherwise fixed by the General Members of the corporation at any annual, regular, or special meeting, but shall not in any event be fewer than the number of officers set out in these Bylaws. Except as otherwise provided by law, by the Articles of Organization, or by these Bylaws, the Board of Directors shall be elected by the General Members in the manner proscribed by law, by the Articles of Organization, and by these Bylaws. The Board of Directors shall include all officers serving the corporation. A Director must be a General Member. If a Director is elected who is not a General Member they must become a General Member upon election in order to take up office.

At any special or regular meeting, the General Membersmay increase the number of Directors and elect new Directors to complete the number so fixed by a vote of a majority of the General Membersthen in office, or they may decrease the number of Directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more Directors.

4.3. Term of Office. Each Director shall hold office for the term to which he or she is elected or until such Director’s successor is elected and qualified, or until such Director dies, resigns, is removed or becomes disqualified. Directors shall become Fellows (Honorary Members) upon election and hold this office as specified in the Book of Regulations.

4.4. Committees. The Directors may, by vote of a majority of the Directors then in office, elect or appoint one (1) or more committees and delegate to any such committee or committees any or all of the powers of the Directors, except those which by law, by the Articles of Organization or by these Bylaws they are prohibited from delegating. Unless the Directors otherwise determine, an Executive Committee of the Directors shall have all of the powers of the Directors during intervals between meetings of the Directors, except for the powers specified in Section 55 of Chapter 156B. Unless the Directors otherwise designate, committees shall conduct their affairs as nearly as may be in the same manner as is provided in these Bylaws for the Directors. The members of any committee shall remain in office at the pleasure of the Directors. Regulations on the Executive Committee, the Nominating Committee and other committees as seen necessary by the Directors are specified in the Book of Regulations.

4.5. Regular Meetings. The Directors shall meet annually. Other regular meetings of the Directors may be held at such places and at such times as the Directors may determine. Any meeting of the Directors may take place anywhere within or outside the United States.

4.6. Special Meetings. Special meetings of the Directors may be held at any time and at any place when called by the chairman of the Board of Directors (or if there be no such chairman, the president) or by two or more directors.

4.7. Notice of Meetings. Notice of the time and place of each meeting of the Directors shall be given to each Director by mail at least fourteen (14) days or by telegram, facsimile, or electronic mail at least seven (7) days before the meeting addressed to such Director at his or her usual or last known business or residence address or in person or by telephone at least forty-eight (48) hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by such Director (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these Bylaws.

4.8. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

4.9. Action by Vote. When a quorum is present either in person or by proxy at any meeting, a majority of the Directors present and voting shall decide any question that is on the agenda announced when noticing for the meeting unless otherwise provided by law, the Articles of Organization, or these Bylaws.

4.10. Proxies. Directors may vote either in person, by written ballot prior to the meeting, or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Such proxies may be delivered electronically. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

4.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.

4.12. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

SECTION 5.OFFICERS AND AGENTS

5.1. Number and Qualification. The Officers of the corporation shall be a President, President-elect, Vice-president, Treasurer, Secretary and such other officers as the Directors may determine not to fall below nine members. The corporation may also have such agents, if any, as the Directors may appoint. An Officer shall be a Director. The Secretary shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time

5.2. Election. The Officers shall be elected by the General Members at their annual meeting with the exception of the Conference Manager, who is a Director by virtue of managing an Annual Conference of the Association. The Election Process is described in the Book of Regulations kept by the Directors.

5.3. Tenure. The President shall hold office for a term of two (2) years and until his successor is chosen and qualified. The President-elect holds office for a term of one (1) year until he or she becomes the President. The Officers and all other Directors shall hold office for a term of three (3) years or as otherwise stipulated in the Book of Regulations and until his successor is chosen and qualified.

5.4. President, President-Elect, and Vice Presidents. Unless the Directors otherwise specify, the president shall be the chief executive officer of the corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the corporation. If no chairman of the Board of Directors is elected, the president shall preside at all meetings of the Directors, except as the Directors otherwise determine.The President-elect shall have such duties and powers as the Directors shall determine.The vice president, or first vice president if there is more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act. Vice presidents, if any, shall have such other duties and powers as the Directors shall determine.

5.5. Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He or she shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he or she shall keep full and accurate records thereof. The treasurer shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. The treasurer shall have such other duties and powers as designated by the Directors or the president.