Pride Houston® By-Laws 11.03.2015 | Page 4

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
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AMENDED BY LAWS OF PRIDE HOUSTON , INC .
ARTICLE 1 . – OFFICES
1.01 Principle Office The principal office of the Corporation in the State of Texas shall initially be located at 401 Branard Street , Suite 100 , Houston , TX 77006 , which shall also be the registered office of the Corporation . The Corporation may also have such other offices , either in Texas or elsewhere , as the Board of Directors may determine . The Board of Directors ( referred to as “ the Board ”) may change the location of any office of the Corporation .
1.02 Registered Office and Registered Agent The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas . The registered office may , but need not , be identical with the Corporation ' s principal office in Texas . The Board of Directors may change the registered office and the registered agent as provided in the Act .
ARTICLE 2 . – BOARD OF DIRECTORS
2.01 Management of the Corporation The financial affairs of the Corporation shall be managed by the Board of Directors .
2.02 Number , Qualifications and Tenure of Directors The number of Directors shall initially be fifteen ( 15 ) Directors , but no fewer than three ( 3 ) and all shall be residents of the greater Houston area of Texas . The Greater Houston area is defined as a sixty ( 60 ) mile radius from Houston , TX . All Directors should have served , in an active capacity , on a Production Team Committee as either a Committee Member or Committee Chair position in the past . Each director shall serve for a term of three ( 3 ) years , with approximately one -­‐ third of the terms expiring each year . The number of Board members may be increased beyond 15 members or decreased to a n umber not less than three ( 3 ) members by the affirmative vote of a majority of the then serving Board of Directors .
2.03 Nomination of Directors At any meeting at which the election of a director occurs a director may nominate a person with the second of any other voting Director in good standing . In addition to nominations made at meetings , a Selection Committee shall consider possible nominees and make nominations for each election of directors . The secretary shall include the names nominated by the Selection Committee , and any report of the committee , with the notice of the meeting following the meeting at which the nomination occurs , and the election shall occur at such subsequent meeting . Each Board nominee will be required to submit a letter of interest and a resume two ( 2 ) weeks prior to the selection meeting so that the application may be discussed by the Board . A nominee may be present at the meeting however shall not be present during the vote on such nomination .
2.04 Election of Directors A person who meets the qualification requirements to be a Director and who has been duly nominated may be elected as a Director . Directors shall be elected by the vote of the Board of Directors of the Corporation at the selection meeting . Each Director shall hold office until a successor is elected and qualified . A director may be elected to succeed himself or herself as Director .
2.05 Resignation Any Member of the Board may resign at any time by giving written or verbal notice to the Secretary or President of the Corporation , and unless otherwise specified therein , the acceptance of such resignation shall not be necessary to make it effective .
2.06 Vacancies Any vacancy occurring in the Board of Directors , and any Director position to be filled due to an increase in the