Pride Houston® By-Laws 11.03.2015 | Page 19

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
the event of a merger and / or acquisition taking into account the Production Team poll .
ARTICLE 15 . – AMENDMENTS TO BYLAWS
15.01 By Laws The bylaws may not be altered , amended or replaced for a period of two ( 2 ) years after they are voted in by the Board of Directors . The notice of any meeting at which the bylaws are altered , amended , or repealed , or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered , amended , or repealed and shall be provided to each director no later than 90 days prior to the meeting at which the relevant proposal to amend , alter or repeal a bylaw will be considered , provided , however , that Director , with may submit a proposal to amend , replace or repeal a provision of these bylaws solely for the purpose of ensuring compliance with applicable federal , state or local law or any other factor or matter that would jeopardize the Corporation ’ s 501 ( c )( 3 ) status , damage the Corporation ’ s reputation or any other factor or matter that would negatively impact the Corporation by making such submittal in writing to the Board of Directors at least five ( 5 ) days prior to the meeting of the Board of Directors at which such proposal will be considered . Alternatively , the relevant notice may include a fair summary of those provisions . Any amendment , replacement or repeal of the existing Bylaws must be approved by the affirmative vote of at least eighty percent ( 80 %) of the Directors then in office .
ARTICLE 16 . – MISCELLANEOUS PROVISIONS
16.01 Legal Authorities Governing Construction of Bylaws The bylaws shall be construed in accordance with the laws of the State of Texas . All references in the bylaws to statues , regulations , or other sources of legal authority shall refer to the authorities cited , or their successors , as they may be amended form time to time .
16.02 Legal Construction If any bylaw provision is held to be invalid , illegal , or unenforceable in any respect , the invalidity , illegality , or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid , illegal , or unenforceable provision has not been included in the bylaws .
16.03 Headings The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws .
16.04 Gender Wherever the context requires , all words in the bylaws in the male gender shall be deemed to include the female or neuter gender , all singular words shall include the plural , and all plural words shall include the singular .
16.05 Seal The Board of Directors may provide for a corporate seal . Such a seal would consist of two concentric circles containing the words “ PRIDE HOUSTON , INC .”, “ Texas ”, in one circle and the word “ Incorporated ” together with the date of incorporation of the Corporation in the other circle .
16.06 Power of Attorney A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Corporation to be kept with the Corporation records .
16.07 Parties Bound The bylaws shall be binding upon and inure to the benefit of the directors , officers , committee members ,
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