[Oe List ...] By Laws of the ICA

[David Dunn]

BY-LAWS OF The Institute of Cultural Affairs
(revised on June 12, 2005 by Board approval)

ARTICLE I
Purposes
The purposes for which the Institute is organized are:
The Corporation is organized and shall be operated exclusively for
educational, charitable and scientific purposes. To the extent consistent
with such purposes, the Corporation shall engage in training and research,
demonstration activities to inspire global social innovators, facilitate a
new consensus in education, develop leadership, transform the quality of
human service, and activities designed to lessen neighborhood tensions,
eliminate prejudice and discrimination, and combat community deterioration
and juvenile delinquency, including the presentation of public discussion
groups, forums, panels, lectures, seminars and other similar programs, and
the dissemination of booklets, pamphlets or other similar publications.
The Corporation shall also have all powers which are now or shall hereafter
be granted to not-forprofit corporations under the General Not For Profit
Corporation Act of the State of Illinois.

Notwithstanding any other provision of this Article, the Corporation shall
not conduct or carry on any activities not permitted to be conducted or
carried on by an organization exempt under Section 501(c)(3) of the United
States Internal Revenue Code and the regulations promulgated there under as
they now exist or as they may hereafter be amended.

No part of the earnings or assets of the Corporation shall inure to the
benefit of or be distributed to any shareholder or member, director or
officers of the Corporation or any other private individual. The Corporation
shall not carry on propaganda or otherwise attempt in any manner to
influence legislation or participate or intervene in any political campaign
on behalf of any candidate for public office.

If the corporation shall be dissolved, the assets of the corporation shall
be applied and distributed as follows:

(a) All liabilities and obligations of the Corporation shall be paid,
satisfied and discharged, or adequate provision shall be made therefore;

(b) Assets held by the Corporation upon condition requiring return, transfer
or conveyance, which condition occurs by reason of the dissolution, shall be
returned, transferred or conveyed in accordance with such requirement;

(c) All remaining assets not disposed of under either of the preceding
paragraphs (a) or (b) shall be transferred or conveyed to one or more
charitable, scientific or educational organizations which shall be exempt
under the provisions of Section 501(c)(3) of the Internal Revenue Code of
1954 or the corresponding provisions of any federal tax law which may then
be in effect.

ARTICLE II
Offices
The Institute shall have and continuously maintain in the State of Illinois
a registered office and a registered agent whose office is identical with
such registered office, and may have other offices within or without the
State of Illinois as the Board of Directors may from time to time determine

ARTICLE III
Board of Directors

Section 3.1 . General Powers. The affairs of the Institute shall be managed
by its Board of Directors.

Section 3.2. Number and Tenure. The number of directors of the Institute
shall be up to twenty-seven. The Board shall be divided into three classes
of nine members each. The term of office of each class shall be three years
and until successors shall have been elected and qualified. Effective
January 1, 1994, each director may serve only two consecutive three year
terms and then may not be eligible for re-election as a director until the
passage of one year after the expiration of his/her second term. At each
regular annual meeting directors shall be elected by the whole Board to
succeed the class whose term then expires. Directors need not be residents
of Illinois.

Section 3.3 . Regular Meetings . The regular annual meeting of the Board of
Directors for the election of their successors and the transaction of such
other business as may be properly brought before the meeting shall be held
at the hour of 10:00 A.M. on the third Saturday in October of each year, if
not a legal holiday, or, if a legal holiday, then on the next succeeding
business day, and shall be held at such place as shall be specified in the
notice of such meeting. The Board of Directors may provide by resolution the
time and place, either within or without the State of Illinois, for the
holding of additional regular meetings of the Board without other notice
than such resolution. -

Section 3.4. Special Meeting. A special meeting of the Board of Directors
may be called by or at the request of the president or any two directors and
such person or persons may fix any place, either within or without the State
of Illinois, as the place for holding any special meeting of the Board so
called.

Section 3.5 . Notice. Notice of the annual or any special meeting of the
Board of Directors shall be given at least two days previously thereto by
written notice delivered personally or sent by mail or telegram to each
director at his address as shown by the records of the Institute. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon prepaid.
If a notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegram company. Any
director may waive notice of any meeting. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, unless specifically required
by law, the Articles of Incorporation or by these By-Laws.

Section 3.6 . Action Without a Meeting. Any action required by law to be
taken at a meeting of the Board of Directors, or any other action which may
be taken at a meeting of the Board of Directors, may be taken without a
meeting, if a consent in writing, setting forth the action so taken, shall
be signed by all of the directors entitled to vote in respect of the subject
matter thereof. Such consent shall have the same force and effect as a
unanimous vote, and may be stated as such in any articles or document filed
with the Secretary of State under the General Not For Profit Corporation Act
of the State of Illinois.

Section 3.7 . Quorum. Six directors shall constitute a quorum for the
transaction of business at any meeting, provided if less than six directors
are present, a majority of the directors present may adjourn the meeting
from time to time without further notice.

Section 3.8 . Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors except where otherwise provided by law, the Articles of
Incorporation or by these By-Laws.

Section 3.9 . Vacancies . Any vacancy, however occurring, in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors shall be filled by the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.

Section 3.10. Committees of Directors . The Board of Directors, by
resolution adopted by a majority of the directors in office, may designate
and appoint one or more committees each of which shall consist of two or
more directors, which committees, to the extent provided in such resolution,
shall have and exercise the authority of the Board of Directors in the
management of the Corporation. The designation and appointment of any such
committees and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any individual director, of any
responsibility imposed upon it or him by law.

ARTICLE IV
Officers
Section 4.1 . Number. The officers of the Institute shall be a President,
one or more Executive Vice Presidents (if elected by the Board of
Directors), one or more Vice Presidents (if elected by the Board of
Directors), a Secretary, a Treasurer and such other officers and assistant
officers as may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of
President and Secretary.

Section 4.2. Election and Term of Office. The officers of the Institute
shall be elected annually by the Board of Directors at the regular annual
meeting of the Board of Directors. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently possible. Effective January 1, 1994, no officer may serve
successive terms in excess of three years, but may be eligible for election
as an officer after the passage of one year from the expiration of his/her
last terms in office. Election or appointment of an officer or agent shall
not of itself create contract rights. Any officer may resign at any time by
giving notice to the Board of Directors or to the President or to the
Secretary. A resignation of an officer need not be accepted in order to be
effective.

Section 4.3 . Removal. Any officer may be removed by the Board of Directors,
either with or without cause, whenever in its judgment the best interests of
the Institute shall be served thereby. The removal of an officer shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4.4. Vacancies . A vacancy in any officer, however caused, may be
filled by the Board of Directors for the unexpired portion of the term.
Section 4.5 . President. The President shall be the principal executive
officer of the Institute and shall in general supervise and control all the
business and affairs of the Corporation, subject to any directions which may
be given by the Board of Directors. He shall preside at all meetings of the
Board of Directors and shall have the authority to appoint such managers or
assistants, designated by geographical region or otherwise, as he shall
determine and shall have the authority to remove such managers or assistants
at his discretion.

Section 4.6. Executive Vice Presidents . The Executive Vice Presidents, in
order of their seniority, shall, in the absence of the President, perform
his duties. Any Executive Vice President shall perform such other duties as
may from time to time be assigned to him by the President or by the Board of
Directors.

Section 4.7 . Vice Presidents . Each Vice President shall have such powers
and perform such duties as may be from time to time assigned by the
President or the Board of Directors.

Section 4.8. Treasurer . If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties, in
such sum and with such surety or sureties as the Board of Directors shall
determine. He shall (a) have custody of and be responsible for all funds and
securities of the Institute; receive and give receipts for moneys due and
payable to the Institute from any source, and deposit all such money in the
name of the Institute, in such banks, trust companies or other depositories
as shall be selected inaccordance with the provisions of Article VI of these
By-Laws; and (b) in general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors.

Section 4.9. Secretary. The Secretary shall (a) keep the minutes of all
meetings of members and of the Board of Directors; (b) see that all notices
are duly given in accordance with the provision of these By-Laws or as
required by law; (c) be custodian of the corporate records and of the seal
of the Institute and see that the seal of the Institute is affixed to all
documents, the execution of which on behalf of the Institute under its seal
is duly authorized under the provisions of these By-Laws; (d) keep a
register of the post-office addresses of each member which shall be
furnished to the Secretary by such member, and (e) in general, perform all
duties incident to the office of the Secretary and such other duties as may
from time to time be assigned to him by the President or by the Board of
Directors.

Section 4.10. Assistant Secretaries . Each Assistant Secretary shall have
such powers and perform such duties as may be from time to time assigned by
the President or the Board of Directors.

ARTICLE V
Executive Director
The Executive Director is hired by the Board. The Board of Director sets the
compensation for and evaluates the performance of the Executive Director.
The Executive Director has day-to-day responsibilities for the organization,
including carrying out the organiz ation's goals and policies. The Executive
Director will attend all Board meetings, report on the progress of the
organization, answer questions of the Board members and carry out the duties
described in the job description. The Board can designate other duties as
necessary.

ARTICLE VI
Contracts , Checks, Deposits and Funds
Section 5.1 . Contracts . The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Institute; such
authority may be general or confined to specific instruments.

Section 5.2. Checks. Drafts etc. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness, issued in the
name of the Institute, shall be signed by such officer or officers, agent or
agents of the Institute and in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments may be signed by
the Treasurer or an Assistant Treasurer and countersigned by one other
officer of the Institute.

Section 5.3 . Deposits . All funds of the Institute shall be deposited from
time to time to the credit of the Institute, in such banks, trust companies
or other depositories as the Board of Directors may select.

Section 5.4. Gifts . The Board of Directors may accept on behalf of the
Institute any contribution, gift, request or devise for the general purposes
or for any special purpose of the Institute.

ARTICLE VII
Records
The Institute shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of the Board of Directors and
committees having any authority of the Board of Directors, and minutes of
the proceedings of the Global Advisory Council, and shall keep at its
registered office or principal office a record giving the names and
addresses of the members of the Board of Directors and of the Global
Advisory Council

ARTICLE VIII
Fiscal Year
The fiscal year of the Institute shall begin on January 1 of each year and
end on December 31 of such year.

ARTICLE IX
Seal
The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the Institute
and the words "Corporate Seal, Illinois".

ARTICLE X
Waiver of Notice
Whenever any notice is required to be given under the provisions of the
General Not For Profit Corporation Act of the State of Illinois or under the
provisions of the Articles of Incorporation or the By-Laws of the State of
Illinois , a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

ARTICLE XI
Amendments
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by a majority of the Board of Directors at any regular or special
meeting called for that purpose.

635179 revised 1993/revised 2005