In accordance with the Articles of Incorporation, HD Faculty™ shareholders, from time to time, are required to appoint a minimum of one (1) director and a maximum of twelve (12) directors. Notwithstanding, HD Faculty™ has issued a resolution that made it a rule not to have less than three (3) directors at any given time, commencing August 18, 2009. Further, HD Faculty™ requires a majority of the Directors of HD Faculty™ to be Canadian; and

a.

a director of HD Faculty™ is not required to hold shares in HD Faculty™;

b.

at least one-third (1/3) of the Directors must be outside directors, as determined by the majority of the Shareholders at the annual General Meeting of Stakeholders; and

c.

the Directors may be elected for terms of one, two, or three years.