Delegation Limitations. HD Faculty™ does not permit its directors to delegate any of the following powers:

a.

submit to the shareholders a question or matter requiring the approval of the shareholders;

b.

fill a board vacancy or a committee vacancy;

c.

issue securities;

d.

declare a dividend;

e.

authorize a redemption of shares;

f.

authorize the payment of a commission on a securities issue;

g.

approve a management proxy circular; and

h.

adopt, enact, amend or appeal by-laws.