Pride Houston ® By -‐ Laws Voted in November 03 , 2015
18 reasonable in the same manner that it determines whether indemnification is permissible . If the determination that indemnification is permissible is made by special legal counsel , authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 12.2 ( a )( ii ), above , governing the selection of special legal counsel . A provision contained in the articles of incorporation , the bylaws , or a resolution of the Board of Directors that requires the indemnification permitted by paragraph 12.1 , above , constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible . c . The Corporation shall pay indemnification expenses before the final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation received a written affirmation and undertaking from the person to be indemnified . The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 12.2 ( a ), above . The person ’ s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws . The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification . The undertaking shall be an unlimited general obligation of the person , but it need not be secured and it may be accepted without reference to financial ability to make repayment .
ARTICLE 13 . – NOTICES
13.01 Notice Any notice required or permitted by the bylaws to be given to a member , director , officer , or member of a committee of the Corporation may be given in the form of multi -‐ media ( U . S . mail , electronic mail , social networking sites , phone or facsimile ). If mailed , a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation , with postage prepaid . If given by text , facsimile , social network or email , notice shall be deemed given when the message is transmitted . A person may change his or her address by giving written notice to the secretary of the Corporation .
13.02 Signed Waiver of Notice Whenever any notice is required to be given under the provisions of the Code or under the provision of the articles of incorporation or the bylaws , a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice . A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived .
13.03 Waiver of Notice by Attendance The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened .
ARTICLE 14 . – MERGERS AND ACQUISITIONS
14.01 Merger or Acquisition Prior to the acquisition of , or merger with , any other organization , company , corporation or partnership , the Board of Directors shall use its reasonable efforts to : a . Complete full due diligence on the relevant organizations , companies , corporations and partnerships . b .
Hold a Corporation -‐ wide meeting with relevant persons , including members of the Production Team , to discuss the merger or acquisition . c . Poll the Production Team Committee Members concerning their support for such merger or acquisition . The Board of Directors will vote in accordance with the Board of Directors voting structure as the final decision in