Pride Houston® By-Laws 11.03.2015 | Page 15

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
the best of their knowledge of any substantial financial interest in a proposed transaction by submitting a report to the Board Chair or other officer designated by the Board to handle such matters , supplying any reasons why the transaction might not be in the best interest of the Corporation . In matters requiring prior approval of the Board of Directors , the Board Chair or other officer shall forward copies of this disclosure report to the Board before its approval .
8.03 Substantial Interest A Director with a substantial interest in a proposed transaction shall not vote on the matter and , depending upon the circumstances , may be excluded from any discussion of the matter .
8.04 Inside Information A Director shall not use inside information of the Corporation for his / her personal benefit , or use such inside information or his / her position as Director to the detriment of the Corporation . Inside information is information obtained through the Director ’ s position that has not become public information .
8.05 Interests of the Corporation Each Director has a duty to place the interests of the Corporation foremost in any dealings involving the organization and has a continuing responsibility to comply with the requirements of this Policy .
8.06 Acknowledgement Form Each Director will be required to sign an Acknowledgement Form stating that they have read , understood and will abide by all the policies for Pride Houston . Each Director must submit it to the Secretary to keep with the corporate records .
8.07 Relation to Applicable Law Each Director and officer shall comply with Section 22.230 of the Act , and nothing in this Article 7 shall be interpreted to limit or modify any Director ’ s or officer ’ s obligations under Section 22.230 of the Act .
ARTICLE 9 . – TRANSACTIONS OF THE CORPORATION
9.01 Contract The Board of Directors may authorize any officer or agent of the Corporation or enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation . This authority may be limited to a specified contract or instrument or it may extend to any number and type of possible contracts and instruments . All contracts are subject to a final review and approval from the Chief Executive Officer / President .
9.02 Deposits All funds of the Corporation shall be deposited to the credit of the Corporation in banks , trust companies , or other depositories that the Board of Directors selects .
9.03 Gifts The Board of Directors may accept on behalf of the Corporation any contribution , gift , bequest , or devise for the general purposes or for any special purpose of the Corporation . The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws , the articles of incorporation , state law , and any requirements for maintaining the Corporation ’ s federal and state tax status , as far as no gift received or given is in violation of the Code of Conduct Policy .
9.04 Potential Conflicts of Interests The Corporation shall not make any loan to a director or officer of the Corporation . A director , officer , or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the bylaws , articles of incorporation , and all applicable laws . Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other
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