ULIF Bylaws Revisions 2017 (red) (D0680812-15

Eligibility/Composition and Nomination/Election The members of the Board of Directors shall be the Foundation Chairman, the ULI Global Chairman, a member of the ULI Global Board of Directors selected by the ULI Global Chairman, a member of the ULI Americas Executive Committee, the Foundation Treasurer, the Chairman Emeritus, and four-six at-large members. [...] Special Meetings Special meetings of the Board of Directors may be called by or at the request of the Chairman, ULI Global CEO, or the President/CEO of the Foundation (if not the Global CEO) or three or more of the Directors. [...] The Treasurer shall be the custodian of the funds and securities of the Foundation and shall be the disbursing officer of the Foundation. [...] The Secretary shall be responsible for the keeping of the complete and proper minutes of all meetings of the members and all meetings of the Board of Directors, and shall send copies of said minutes to each member of the Board of Directors, and shall present said minutes at the next regular meeting of the Board of Directors. [...] Appointed Officers The Global CEO of ULI shall be the President/CEO of the Foundation unless the ULI Global Board of Directors chooses to appoint a different person to serve as President/CEO of the Foundation, in which case, the President/CEO of the Foundation shall report to the ULI Global CEO, and the ULI Global CEO shall have general management oversight for the Foundation.