Pride Houston ® By -‐ Laws Voted in November 03 , 2015
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2.13 Quorum A majority of the number of Directors , then in office , shall constitute a quorum for the transaction of business at any meeting of the Board of Directors . The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains . However , no action may be approved without the vote of at least a majority of the number of voting Directors required to constitute quorum . If a quorum is present , a majority of the Directors present may adjourn and reconvene the meeting one ( 1 ) time without further notice . A Director voting by proxy is not present for the purposes of a quorum .
2.14 Duties of Directors Directors shall discharge their duties , including any duties as committee members , in good faith , with ordinary care , and in a manner they reasonably believe to be in the best interest of the corporation . A Director shall not be liable if , in the exercise of ordinary care , the director acts in good faith . Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances . In the discharge of any duty imposed or power conferred on directors , they may in good faith rely on information , opinions , reports , or statements , including financial statements and other financial data , concerning the corporation or another person that were prepared or presented by a variety of persons , including officers and employees of the corporation , professional advisors or experts such as accountants . A Director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted . Directors are not deemed to have the duties of trustees of a trust with respect to the corporation or with respect to any property held or administered by the corporation , including property that may be subject to restrictions imposed by the donor or transferor of the property .
2.15 Actions of the Board of Directors The Board of Directors shall try to act by consensus . However , the vote of a majority of Directors present and entitled to vote at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the vote of a greater number is required by law or the bylaws . Voting shall be by controlled by Roberts Rules of Order . Except that any election of directors shall be by ballot if demanded by the majority voting members at the meeting before the voting begins .
A director who is present at a meeting and abstains from a specific vote will be considered present and able to vote on other topics for the purpose of determining the decision of the Board of Directors . For the purpose of determining the decision of the Board of Directors , a director who is represented by a proxy is considered present only as concerns the specific matters on which such director ’ s proxy is being exercised .
2.16 Voting by Proxy A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered in writing to the Secretary no later than one ( 1 ) hour prior to the beginning of the meeting . The Secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and that name of the person authorized to exercise the proxy . A director may issue a proxy only to another director . If a person who has duly executed a proxy personally attends a meeting , the proxy shall not be effective for that meeting . The proxy in writing must specifically state the topic and the Director ’ s vote on said topic . A generic proxy allowing the appointed proxy to generally cast a director ’ s vote shall not be permitted . No proxy shall be valid after two ( 2 ) months from the date of its execution . A proxy filed with the Secretary or other designated officer shall remain in force and effect until the first of the following occurs : a . An instrument revoking the proxy is delivered to the Secretary or other designated officer . b . The proxy authority expires under the terms of the proxy . The proxy authority expires under the terms of the Bylaws .
2.17 Compensation Directors shall not receive salaries for their services . The Board of Directors may adopt a resolution providing for