Section 2. Powers and duties of Board. Within the limits prescribed by law and these Bylaws, the Board shall have all the powers and duties necessary and appropriate to conduct the affairs of DHF.

Section 3. Term of Office. The term of office for a Director shall be three (3) years.

Section 4. Election of Directors. Directors shall be elected by DHF members at the Annual Meeting, with elections arranged so that approximately one-third of the Board is elected each year. A Director who has served a three-year term shall hold office until a successor is elected and takes office. Unless a Director is elected to fill a mid-term vacancy on the Board, a Director’s term of office shall begin immediately following the Annual Meeting.

Section 5. Vacancies. The Board may fill vacancies on the Board that occur between Annual Meetings by nomination and election by the remaining members of the Board. A Director elected to fill a vacancy shall serve until the next Annual Meeting and shall be automatically nominated at that Annual Meeting to serve a three-year term.

Section 6. Removal from office. In the event of unexcused absences from two consecutive regular meetings of the Board, a Director may be removed from office. On written petition by a Director so removed, the Director may be reinstated with the approval of the Board.

Section 7. No compensation. Directors shall receive no compensation from DHF. Directors and other members may be reimbursed by DHF for actual expenses incurred in the performance of those duties or tasks explicitly authorized by the Board.

Section 8. Quorum. The presence of forty percent (40%) of the Board at any duly convened meeting shall constitute a quorum for the transaction of all authorized business. The acts of a quorum shall be the acts of the Board, except where a greater number of voting Directors is required by law or these Bylaws.

Section 9. No proxy votes. Proxy votes are prohibited.

Section 10. Parliamentary authority. Robert’s Rules of Order shall be the authority for parliamentary and procedural issues not explicitly addressed in these Bylaws.

Section 2. General membership meeting. DHF shall hold at least one general membership meeting each calendar year. The general membership meeting shall be the Annual Meeting. At the Annual Meeting the principal officers of DHF shall carry out such business as required by these Bylaws and other usual and customary business of a membership organization.

Section 3. Reasonable notice of meetings. The date, time, and place of DHF meetings shall, as often as practicable, be posted to provide timely notice to the general membership. Those persons responsible for convening meetings to conduct the business of DHF shall be responsible for providing reasonable notice of such meetings.

Section 2. Term of office. Officers shall be elected from the membership at the Annual Meeting for a term of two years, or until their successors are elected.

Section 3. Removal from office. An Officer may be removed from office by majority vote of the Board, if notice of such intended removal is received by each Board member at least thirty (30) days before the vote for removal.

Section 4. Chair is principal officer. The Chair shall be the principal officer of DHF. The Chair shall organize and preside at membership meetings and meetings of the Board and the Executive Committee. With the advice of the Board, the Chair shall appoint members to the committees of DHF.

Section 5. Duties of Vice-Chair. The Vice Chair shall perform such duties as assigned by the Chair and shall act as Chair in the absence or disability of that person.

Section 6. Duties of Secretary. The Secretary shall be responsible for collecting and safeguarding the official, non-financial records of DHF, including the minutes of all meetings. The Secretary shall give or cause to be given proper notice of DHF meetings and other notices required by law or these Bylaws and shall present a list of current members for general distribution at the Annual Meeting.

Section 7. Duties of Treasurer. The Treasurer shall keep the financial records of DHF, receive and deposit DHF income, and issue payment for expenses approved by the Executive Committee or the Board. The Treasurer shall present a written financial report at the Annual Meeting that describes the income and expenses of DHF and prepare other such other reports as may be requested by the Board.

Section 7.1. Duties of the Investment Fund Manager. The Investment Fund Manager shall oversee the investment accounts of DHF and its subsidiaries. The Investment Fund Manager need not be a DHF Officer. Attendance, reporting, and specific responsibilities of the Investment Fund Manager shall be determined by the Board.

Section 8. Duties not inclusive. The powers and duties of Officers described in this Article are not inclusive. The Board may assign other powers and duties to the Officers of DHF.

Section 2. Executive Committee is permitted. The Board may establish an Executive Committee of no less than five (5) and no more than seven (7) members to conduct the affairs of DHF between meetings of the membership and/or the Board. The Executive Committee shall include at a minimum the principal Officers and the immediate past Chair. The Executive Committee shall meet at the call of the Chair, who will chair the Executive Committee and report on its actions to the Board.

Section 3. Standing committees are permitted. The Board may create standing committees in addition to the Executive Committee. The Board shall delineate the powers and duties of each standing committee. The Chair shall appoint members to standing committees and, with the advice of the Board, designate the chair of each standing committee. The chair of a standing committee shall be an ex officio, voting member of the Board.

Section 4. Committee meetings. Committee meetings shall be held at such times and places agreeable to a majority of the committee members. A simple majority of each committee’s members shall constitute a quorum.

Section 2. Treasurer to keep records. The DHF financial records shall be kept by the Treasurer.

Section 3. Inspection of records. The DHF financial records shall be open for inspection by any member of DHF on reasonable notice to the Board.

Section 4. Authority to obligate the Foundation. The Board may authorize one or more of the Officers of DHF to negotiate contractual agreements on behalf of DHF. Such authorization shall be only for projects that have received prior review and approval by the Board.

Section 5. No indebtedness without authorization. No loans shall be contracted nor indebtedness incurred on behalf of DHF unless authorized by resolution of the Board before the fact.

Section 6. Deposit of funds. All DHF funds shall be deposited in a timely manner to the account(s) of DHF in such banks or depositories as the Board may approve.